The Marvelous Superwoman Season 2
by BrenRome
Summary: Sequel to my What If Elseworlds story where Supergirl lands in The Marvel Universe as an infant and grows up to be Superwoman. I own nothing. This is for fan-purpopses only, so please don't sue!
1. The World's Greatest Heroine Part 1

_**Hi, guys! Yes, this is at long last a sequel to one of my fanfics. In this case, it's a sequel to my Marvelous Superwoman story. So, why am I doing a sequel to this story and why is it entitled 'Season 2'? Well, if you haven't heard, DC has recently launched a new comic series of their former greatest WB Hit-Show; Smallville. The series picks up a few months after the show ended with Clark finally becoming Superman and now the comic chronicles his new life as The Man of Steel with plenty of references to both the DC Universe, and all previous incarnations of Superman. I suggest you check it out imminently if you haven't. The first and second issues happen with a bang and bring back an old character who I won't say who it is, but the character's been dead so you'll have to read it to understand. But back to my point; I originally intended my Marvelous Superwoman to be much longer than it was, but I had to cut it down due to school time. Anyway, this is the sequel or 'Season 2' since the year now is 1970 so it's been about 10 years since Kara made her debut as Superwoman. You'll notice some stuff has changed, and that's because I've gone back to my original idea of having this spread-out longer and allow Kara more time to grow as a heroine before she and Peter get married. So what can you expect from this? Expect to see Kara living the life of being a college student, a reporter for The Daily Bugle, This Marvel Universe's 'Golden Superheroine,' A full-fledged Avenger, and protector of this world against an invasion from her original reality. You'll also notice Kara doing things in here that was originally meant for Jessica Jones to do, but because Jessica's adopted parents adopted Kara instead, we will also see the consequences of what it has on Jessica.**_

_***Whew* Well, that's it almost. One last reminder is that I own NOTHING. This is for Fan-Purposes only, so please don't sue! So with that all said, sit back, relax, and enjoy.**_

_When a ship containing an infant that was the last daughter of a dying civilization was sent to Earth in another world, it was sent flying so fast that it ripped a hole in the fabric of reality which resulted in the ship passing into this universe and landing on this reality's Earth._

_The baby daughter was found by a loving couple called the Joneses and was raised normally until she discovered her true birthright and how she did not come from this world. The daughter of another world had powers far beyond that of any meta-human on this world thanks to the power of this world's sun._

_With the empowerment under the sun, the girl from another universe found she could leap buildings in a single bound, move faster than a speeding bullet, possess the strength of a thousand gods put together, and use many other magnificent powers bestowed upon her._

_Now, the daughter known in her civilian identity as Clara Jones, a college student at Empire State University and a reporter for The Daily Bugle of her own adventures, she fights a never-ending-battle for truth, justice, and the American way as one of the Earth's greatest superheroines…Superwoman! _

_**Bren"Bashy"Rome Presents: THE MARVELOUS SUPERWOMAN**_

_**THE WORLD'S GREATEST SUPERHEROINE PART 1**_

_**1970, New York…**_

"Good Morning, this is W196.2; MMN News; Giving you the news wherever you go. Today, we celebrate the ten-year anniversary of the arrival of one of the greatest heroines in the world. During the first few months in the day since her appearance, we thought she was a foe, but the world has come to love her as a champion for Earth…."

"'Champion.'" J. Jonah Jamerson spat, turning the radio off, "Gah!"

"What's the matter, J.J.?" Robbie Robertson asked, walking into the room, "Still mad that you can't write any more articles on the world's Golden Heroine any more?"

"Robbie;" Jamerson sighed, turning out to look out the window, "If you know what was good for you, you'd not bother me right now."

"Come on, Jonah," Robbie insisted, "Ever since we hired that Jones girl to do the articles for you, The Bugle's ratings have skyrocketed to the most read-paper in New York."

"It's just my stance, Robbie." Jamerson growled, seeing a red-and-blue streak suddenly soaring upwards into space, "You know how much I hate her. But you're right, I digress. After all, maybe that Jones girl could teach Parker a thing or two about manning up once and a while."

….

_**Stark Industries Prototype Space Station in low-Earth orbit…**_

Stark Industries at the time had decided to make an innovation and start finding ways to power space-stations in space. As of right now, the massive space station up there was being powered by a new Stark reactor that could sustain life up on board there for a millennium almost.

That is, it could if it weren't shot out of nowhere by a mysterious unknown lazer beam that damaged the hull completely.

Now the astronauts in there were screaming for their lives as they desperately tried to hold onto the rails and chairs, while the wind was sucking everything else out.

Sadly, one astronaut looked up to see a computer console that had been ripped out by the rushing air before it knocked him in the face and sent him flying out the hole. The man screamed as he closed his eyes and prepared to die before he felt himself being grabbed by the collar and looked to see who had saved him.

"Relax, sir," A firm and feminine voice reassured him, "This will be over in less than a minute."

Back inside, the workers were still holding on, when out of nowhere, the rushing air stopped and the astronaut who had fallen out was back inside the ship.

"Bill?" One of the female astronauts exclaimed, "What happened?"

"She did." Bill explained, pointing to the woman who was flying a few feet off the ground where the hole was.

The other astronauts looked at her amazed as the woman continued to focus while two small lazers came out of her eyes, fixated on the console that had fallen out. The lazers quickly melted the console edges, fusing it to the wall, and filling the hole that had been left in there.

When the woman turned around, everyone could see her more clearly. She wore a full-body blue spandex suit with red trunks and boots. She also had a long, red cape that flew beautifully as her long blonde hair did. She looked at the men with her light-blue eyes and smiled as they became aware of the irregular red-and-yellow pentagram with the big red 'S' on there, which identified her almost instantly by anyone on the earth.

"It's Superwoman!" One of the astronauts exclaimed.

"She saved the ship!" Bill told them.

"This is so awesome!"

"I have a poster of you back home!"

"People, please!" Superwoman proclaimed, calming them down, "Thank you. Now, I did a quick check before I came to rescue you, but I couldn't get a fix at who fired at you. I suggest you contact your base on Earth and see when you can get down as soon as possible. If anyone asks why, tell them I asked for it due to concern of your safety."

"You can count on us, Superwoman!" Bill told them.

"Thanks," She nodded, looking around, "Now, ah. Forgive the question, but can I ask where you have an exit hatch?"

Everyone pointed to the right exit hatch as Supergirl went over, telling them that she'd have it closed in no time.

Before she left, she added one thing.

"I certainly hope this hasn't put any of you off flying," She told them, as they all shook their heads from left to right, "Statistically speaking; it's still the safest way to travel."

The others nodded, as she quickly opened the hatch, and left, closing it at super-speed and then flew right back to Earth.

….

_**Empire State University, Later…**_

After landing where she had left her clothes, Superwoman slipped her normal clothes over her costume, and once she had made sure they were firmly hidden underneath her pants and shirt, she put on her special glasses again, assuming the role once again of high-school college student, Clara Jones.

Afterwards, Clara walked around at ease. It was Saturday, meaning that she didn't have any classes to go to, and that meant she had the whole weekend to write up this latest article for the Daily Bugle.

Finding a tree to sit under, Clara shut her eyes and reminisced about what had happened in the last ten years.

At the beginning of High School, she had decided what she was going to do with her powers she had and made her debut as Superwoman. After fighting villains such as Doctor Doom and the General, Clara had faced the menace of her former classmate, Liz Allen, who had gained superpowers and now went under the moniker of 'The Void'. Clara defeated The Void with a lending hand from The Amazing Spider-Man who was secretly Peter Parker, photographer for the Daily Bugle where she worked at, and also her high-school classmate. After the battle with the Void, Clara revealed her identity to Peter and the two suddenly realized the feelings they had for each other and became romantically involved with each other.

Now, Clara was adored by the people of Earth thanks to the publicity she made for herself by writing her own articles for The Daily Bugle. And in doing so, Clara turned public opinion that Jamerson had used on her around, and was now adored by everyone on the planet. Clara was now even a full-fledged member of The Avengers and was on-duty whenever she could make it, (which with her powers was almost always except in a rare case once-and-a-while.)

As Clara thought to herself about this some more, she felt a pair of hands cover her eyes, as she knew who it was.

"Guess who?" Peter asked.

"Knock it off, Petey." Clara laughed, as she turned to face him.

The two lovers then locked lips for a few second before letting go and looked at each other.

"So where were you today when I was getting my butt handed to me by the Rhino?" Peter asked, sarcastically.

"Saving a satellite's crew from being pulled into the vacuum of space to die." Clara smirked.

Peter's face paled, but still smiled. He couldn't believe that he was dating the Earth's greatest superheroine for over seven years now.

"Okay." He said, "I'll catch you later for a photo-op?"

"You bet." Clara smiled, kissing her lover on the lips once more, "Love you."

"Love you too." Peter smiled, walking off.

As Clara prepared to go to her room, she heard screaming coming from around 39th Street, and suddenly raced into another alleyway, and suiting up to fight crime once more.

….

_**The 39**__**th**__** Street Diner…**_

_Gotta say,_ Kara thought to herself, as she neared the location happily, _Thank god for superpowers! What would I do without you?_

As Kara stopped and hovered above where she had heard the screaming from, she saw a bunch of people running out of the diner all terrified.

"Some kind of commotion down on the street?" Kara asked, as she started to descend.

She observed the people running out of the diner and began to question the problem.

"What's going on?" She demanded.

"It's horrible!" A woman screamed, "Just horrible!"

Superwoman touched down on the ground and entered the diner. She then saw that there was only one person sitting in the diner, but was in the shadows, so Kara could not identify him. However, there was suddenly two new arrivals in the form of two men in business suits literally grabbing at each other's throats and throwing each other around.

Kara decided she had enough of this, and grabbed the two men by the collars of their shirts, raising them off the ground.

"Hey!" Kara declared, "What's going on here?"

"They are only doing what I asked." The man at the lone seat explained, "Sit down."

Kara was about to start asking questions from him, but then felt light-headed and found herself obeying and walking over to the person. Once she was seated, she could see him more clearly. He was wearing a fancy purple suit and his entire body and hair had been somehow turned purple. The man's name was Zebediah Killgrave, better known to the world at large as The Purple Man, the man who could make anybody do what he wanted just by looking at them. And that's just what he was doing to Kara.

"Tell me your name," Purple Man ordered, with a sinister grin, "And not your silly made-up name. Tell me your real name."

"Kara." Superwoman answered.

"You're very beautiful, Kara." Killgrave said, his grin becoming more sinister, "Take off your clothes."

Kara rose and nodded.

"Would you like to close your eyes for a surprise?" Kara suggested.

"Oh yes," Killgrave said, shutting his eyes, "Why didn't I think of that before?"

His answer was met first with a punch to the nose, breaking it and knocking him unconscious as Kara smirked at him.

"Maybe because you didn't ask me to do it, you perv." Kara answered, straightforward and simply.

Kara thanked Peter's insistence to take physic lessons from Professor X last year in fear that someone as powerful as Liz would come again. Kara spent a good portion last year going to Xavier's Academy and practicing physic lessons with the leader of the X-Men. It would go that every week, Kara would enter her subconscious with Professor X who would then train her to block her physic mind and then learn how to do so while avoiding attacks in the real world. After a full year training, Kara was now prepared, and thanks to that training, she had just taken down Purple Man with no trouble at all.

Kara smiled to herself as the cops arrived behind her.

….

Once Purple Man had been apprehended and arrested, Kara took her time to speak to the police who all stood around her asking questions. It was nice to see that people had grown to trust her now.

Just then, Kara heard another disturbance in the form of a familiar battle cry from Central Park as she got looked at all the cops seriously.

"Sorry officers," She declared, "But I'm afraid I'm needed elsewhere."

Before she took off, however, she felt someone pulling at her cape and turned around to see a female police officer.

"Superwoman!" The female officer said, "My name's Rose McMantiel. My daughter's looks up to you and I would love it if I could get an autograph from you to her."

"It's okay, Ma'am." Superwoman smiled, shaking the officer's hand, "Your daughter already has someone to look up to. You."

Officer McMantiel nodded, as Superwoman leaped up into the air, flying further away from the group of people bellow.

….

_**Avengers Mansion…**_

"How many times does Ultron come back to beat us?" Wasp demanded.

"About once and a while!" Iron Man responded, throwing another repulsor blast at the Giant-Man-sized Ultron to no avail.

Ms. Marvel charged up all her energies and flew right towards Ultron, but the robot simply just slapped her in the face, and sent her to the ground.

"Crap!" Hawkeye cursed, as he fired another exploding arrow that detonated with no effect, "Anybody have any ideas?"

As soon as he finished speaking, there was a sudden breeze and a loud 'BOOM!' sound was heard. The Avengers looked to see a giant hole in Ultron. On the other side was Superwoman who was triumphantly holding the 'heart' of Ultron in her fist.

"That's one way to do it." Superwoman quipped, as she flew down to greet her teammates, "But remember that Ultron will always find a way back."

"Right," Captain America said, shaking Superwoman's hand, "Thanks, Kara. But where were you?"

"I had a run-in with Purple Man," Superwoman explained, "But don't worry. I stopped him."

"Good to hear." Cap nodded.

"Verily, Superwoman," Thor agreed, "It be wonders that thou could stand up to a villain who makes anyone into his slaves with but a look in their eyes."

"Well," Superwoman said, sighing, "I gotta run if I want to finish work for my job."

"Understood." Cap assured.

Superwoman smiled before flying into the air and headed back to her dorm room again.

…...

_**Later, in Clara's Dorm Room…**_

"Done." Clara sighed, looking at her finished article.

She had spent the last few hours typing up her heroic exploits of the day, and now all that remained was to bring the pictures to The Daily Bugle tomorrow.

"Well, well," A voice cooed, stepping into the room, "Looks like someone's been busy."

Clara turned around to see her roommate, Gwen Stacey entering the room. She smiled at Gwen as she took her work from the typewriter she had in her dorm.

"Another new story on Superwoman?" Gwen asked, raising an eyebrow.

"Yup." Clara nodded.

"That superheroine is something else," Gwen smiled, leaning against her own desk, "Which reminds me; I don't think I've asked you how you ever got to interviewing her."

"Trade secret." Clara said, simply.

"You and Pete make a great team together, you know." Gwen smiled.

"Yeah," Clara nodded, "Listen, Gwen, about you and Peter; I know I've seen you standing around him…"

"It's okay, Clara," Gwen said, nodding her head, "It's okay that he's yours. I'll admit that I was starting to have feelings for him, but I think that I'm better off with Flash Thompson. Pete's all yours. No hard feelings."

"I wouldn't have it any other way." Clara smiled.

Just then, Clara heard another sound from Times Square and heard a familiar voice from under a mask calling her name.

"Oh," She said, getting up, "Excuse me, Gwen…I think I need some fresh air…"

"Okay, Clara." Gwen smiled, "I guess that you and Pete will drop this off sometime tomorrow, right?"

"Yeah," Clara nodded, moving out of the dorm, "Right…"

….

_**Times Square…**_

The voice Kara had heard, of course, belonged to her boyfriend's alter-ego of The Amazing Spider-Man. Peter had been trying to swing back to campus when he heard a scream from here and now really wished he didn't stop.

"Okay," Spider-Man declared, dodging another piece of rubble that was thrown by the rampaging gamma-monster Emil Blonsky, better known as The Abomination, "Stop me if you've heard this one before; a Spider and a Hulk walk into a bar…"

"Shut up!" Emil screamed, "I was trying to get Banner's attention, but I'll have no problem killing you if that's what gets him out."

"Sorry, Emil," A familiar feminine voice called, "Banner's nowhere near here, but luckily you have the next best thing."

Everyone in the vicinity looked up to see the Marvelous Superwoman in all her glory, hovering a few feet above The Abomination with her arms crossed and a stern look upon her face. The crowd cheered her own in knowing that with her around, everything was going to be okay.

"Now I'm going to give you one chance," Superwoman warned, putting her hands on her hips and conveying the seriousness in her voice, "You know what I've done to nearly every other major supervillian in the world and those that weren't even born on earth. So surrender now and you won't get hurt."

"You expect me to comply with you, Superwoman?" The Abomination demanded.

"You know," Superwoman added, "The Hulk and I happen to be good friends, but before that, I had to punch him in the jaw. Really hard. And I sent him flying a hundred miles per-hour into a mountain. Imagine what I'd do to someone like you."

The Abomination lunged at her, only for Superwoman to punch him right in the gut sending the air out of him.

Peter, meanwhile proceeded to snap photos of his girlfriend as she fought The Abomination.

"Don't mind me," Peter quipped to no one in particular, "I'm just taking snapshots for the Family Album."

The Woman of Might flew the Abomination into the sky where he proceeded to breath desperately for air once the oxygen layer had thinned enough to the point where he was no longer able to breath.

At this point, Superwoman punched him down back to Earth, as the gamma-charged monster began to fall down like a stone sinking in the water.

Superwoman quickly flew down to Earth, positioning herself right below the falling creature, and then flew straight back at him. The last thing the Abomination would see was a fist and Superwoman's smiling face before his whole world went dark.

….

Later, after SHIELD had arrived to take The Abomination away once more, Superwoman took a moment to shake hands with her loyal fans before she flew back to the rooftop where her boyfriend waited.

"Ready to go?" Superwoman asked.

"Yup." Peter smiled, "Wait till you see what kinds of photos I got on here."

Within a few seconds, Superwoman had her boyfriend in her arms and flew them back to Empire State University where the two proceeded to change back into their civilian identities.

However, the two did not go back into the dorms because Peter had promised something very special for the anniversary of the day Clara had become Superwoman.

And so, for a while, the two laid on the grass, reviewing Peter's photos of Kara to decide which one they would submit to Jamerson tomorrow with Kara's article.

"I don't know about this one," Kara shrugged, as she held up a photo of her punching the Abomination out cold, "You can't see my face here and I think this makes my butt look a bit fat."

Peter looked at her.

"You're always super," He assured her, "Even without your powers."

Kara smiled at him.

"Thanks," She said, looking at the other photos on their blanket, "How about…this one."

She held up a photo of her shaking hands with some little girls dressed in their own homemade Superwoman outfits.

"I think it's nice if we show some people have creativity unlike Jamerson." Kara explained.

Peter chuckled and nodded.

"All right," He said, taking the photo and putting the rest in a separate pile, "This one it is. Oh, and here's your big surprise; look up in the sky now."

Kara did so and at that moment, the sky seemed to light up with millions of stars that still to this day amazed Kara. Despite being the Earth's most powerful superheroine, it still amazed her how much life there was still yet to be discovered by the universe she lived in.

She turned to Peter with a smile.

"Happy anniversary, Clara." He said.

"Face it, Petey," Clara said, as they both laid down on the blanket and snuggled close to each other, "I'm all yours."

With that, the two locked lips in celebration of the anniversary.

….

But unbeknownst to them, up in space, a mysterious rift was emerging. It became a spiral with all the color spectrums dancing around inside there. And what it held would shake the earth greatly.

….

_**The Daily Bugle, The Next Day…**_

"Parker! Jones! Get in here!"

"Yes, Mr. Jamerson!" Clara Jones said, continuing to play the unsuspecting reporter that she was.

If there was anything Pete had taught her, it was to keep an unsuspecting profile. In this case, while Clara felt embarrassed playing a weak and timid female reporter, it was vital in order to make it so that people would not believe that Clara Jones and Superwoman were not the same person.

"Here's the article along with Peter's pictures." Clara explained, handing him the photos and then adjusting her glasses that made everyone unsuspecting of her being Superwoman.

Jamerson reviewed the photos while smoking his cigar occasionally switiching between looking at the best reporter and photographer he had and then at the work submitted. Finally, after looking at the photo for probably a 4th time, he eyed the two to speak.

"Congradulations, you two." Jamerson said, in his obvious unenthusiastic voice, "Pick up your reward with Brant, and get your pay."

"Mister Jamerson…" Clara began.

"OUT!"

The two did not argue, and instead picked up the paycheck from Betty Brant before walking towards the exit only to be stopped by the radio which was turned up by a reporter loud enough for everyone to hear.

"And in other news;" The reporter announced, "A strange metal meteorite has just crash-landed right next to the Brooklyn Bridge on the Manhattan side of the historical bridge. No casualties so far, but The Fantastic Four have been on a voyage to another universe so the question is…"

"PARKER! JONES!" Jamerson's voice called, "ARE THE BOTH OF YOU SO DEAF THAT YOU DID NOT JUST HEAR THE ANNOUNCEMENT! GET YOUR BUTTS TO THAT PLACE AND GET SOME PHOTOS AND INTERVIEWS AND NEWS COVERAGE! NOW!"

"Come on; Pete." Clara sighed, "Looks like we know who this is a job for…"

…...

After changing Clothes, Kara volunteered to go ahead before Peter so that she could assist the solution to the problem at hand imminently and Peter could thus be there to take photos with no questionable looks rather than do it in his Spidey uniform which tended to cause more attention.

As soon as Superwoman arrived, she was greeted once more with an adoring crowd as she approached the officers.

"What's the problem, officers?" She asked.

"That's just the thing, Superwoman," The first officer spoke, "We don't know. This damn metal meteorite… or whatever…won't budge at all."

Kara approached the object and looked at it. It was circular like an egg almost and had weird technical-like wire traces and circuitry all over it.

"What in the…" Superwoman asked, touching the object with her hand.

As soon as her hand made contact with the metal object, the sphere suddenly glowed alive and started transforming itself. The defender of Earth and the people gathered watched in amazement as the machine finally turned into a metallic humanoid being with green eyes.

It surveyed its surroundings until it came across Superwoman and its mouth smiled.

"Well, well, well," It spoke in a cold metallic-like voice, "If it ain't the 'Marvelous' Superwoman I've heard so much about."

"You know about me?" Superwoman asked.

"No." The robot being admitted, "But I do know of somebody LIKE you."

Superwoman froze. She maintained her protective and brave stance, but deep down inside, a million questions were rushing through her. Who was this…machine…or whatever, and how did he know about Kara if he had never seen her before? For that matter, how did he 'know someone like her?'

"What's your name?" Superwoman asked.

"You can call me Metallo, baby." The robot form said, "You might as well seeing how you're going to lose your life soon enough. You see, I've encountered beings like you before, and they all have one single common weakness."

With that, Metallo's chest opened up, revealing a glowing green rock inside. At that moment, Superwoman collapsed on the ground, beginning to feel both drained of all power, and within tremendous pain.

"So I've been sent here on a mission;" Metallo explained, walking over to her as the burning sensation on her body continued to increase, causing her to cry in pain, "Destroy Superwoman and prepare this world for its new masters!"

_**To Be Continued…**_


	2. The World's Greatest Heroine Part 2

_**Well, everyone, here's part 2 of my 'Season Premiere,' if you will of The Marvelous Superwoman Season 2. Like I said in the previous Chapter; I own NOTHING. This is for fan-purposes, only so please don't sue!**_

"It's pointless, Honey-Bunny." Metallo laughed, as Superwoman continued to struggle in pain, "Within a few minutes, this little green rock is gonna finish you for good."

Metallo made sure to check Superwoman's skin as it suddenly started glowing green indicating that the Kryptonian from another world was now weak enough to kill. As he raised his hand to punch through her, however, he felt a sticky substance grab the fist and then was suddenly flung backwards into the building behind him.

"Hey!" Spider-Man declared, swinging by the robot, "Didn't you hear? No getting too close to this girl when I'm not around!"

"Go away, looser!" Metallo warned, turning his fist into a rocket launcher, "You got no business here!"

Outside, Superwoman slowly, but surely began to regain her senses. Pushing herself up off the ground, she felt very dizzy, and tried to keep her balance. Turning her attention to the broken building, Kara saw Peter inside confronting the robot. Noticing the chest containing the green rock was still open, she called out to him.

"Spider-Man," She called, trying to stand up straight, "That…rock…or whatever…close it…."

"Well," Peter chuckled, shooting another web line into Metallo's chest, "Who am I to argue with a woman like that?"

Metallo fired a rocket at the wall-crawler which Peter dodged with his spider-sense. Metallo fired another shot, and Peter catapulted over that rocket as well. While the two fought inside, Kara held her head, feeling the dizziness go away, and felt better already. Finally, she felt herself fully charged again, and smiled. Now she could take this guy down.

Rushing at super speed, Superwoman launched herself towards Metallo, pulling her fist back. The creature turned around just in time, to see the Marvelous Maiden of Might before she punched the creature in the face, denting his head, and detaching his jaw. Superwoman then let loose a fury of quick and swift punches before she gave the final blow to his chest, sending the robot flying through several buildings before he crashed into a steel wall, which knocked him out cold.

The Last Daughter of Krypton landed where the monster laid off-line for the time being, as New York's Web-Head swung in, landing next to her.

"So who the heck was that?" Spider-Man asked, as Superwoman looked at Metallo very concerned.

"I'm not sure," She admitted, "But I think I know someone who might…"

….

_**The Baxter Building, Later That Day…**_

"It's truly remarkable, Superwoman," Reed Richards told her, as he scanned her body with one of his many devices, "You seem to be at peak-health now, but when you came into contact with this…Metallo…this rock drained your energy somehow?"

Kara nodded, as she continued to lay on the slab while the scanning lazer continued to run itself all over her body while her entire body structure appeared on a computer screen that Richards stretched his chest over to and began to type away on the keyboard.

"I don't know what happened," She admitted, as Richards continued to take notes, "But when Spider-Man webbed up the rock, I slowly my powers began restoring themselves until I was at full health."

"Fascinating," Reed noted, pulling his body back over to her, and grabbing a tablet from afar to show her, "Superwoman; you have told us all how you are the last survivor of an alien race where you originally were born in. Your alien body gains its power from any yellow sun, and the only thing we knew you were venerable against was magic. It appears we may have been wrong now."

"What do you mean?" Superwoman asked.

Reed pressed a few buttons on the tablet and showed her an image of the rock Metallo had been carrying.

"This rock is nothing like I've ever seen before," Reed explained, "It appears that it might've come from the same universe you originally came from."

Superwoman froze and looked at him.

"But…" She said, "That would mean that…"

"There might've been other survivors out there in your original universe," Reed finished, as he helped her up off the slab, "Superwoman…this rock here is not on any of the planets we know of in our universe. The only explanation is that it would've had to have come from your world. According from what you told me and what I have now, this…rock somehow managed to absorb the sunlight you take in and weaken you at the same time."

Kara looked at him seriously, and sighed.

"Well, this… Metallo guy is in SHIELD custody now." She told him, "But it would help if you found anything else."

"Yes," Mr. Fantastic noted, "I've called Nick Fury, and he's agreed to let me take a look at the robot now that you've got it off-line. If I can find anything, I'll let you know."

"Thanks, Reed." Superwoman smiled, "Well, I must be getting off then."

With that, she flew over to the window and rushed back to Empire State University, to work on her report for the Bugle.

….

_**Later, Empire State University Campus…**_

"What?" Peter asked, as Clara sat in a crouched ball next to the tree they always liked to sit under.

"I was wrong, Peter…" Clara sighed, "I originally thought that I was the last survivor of my race. But Reed said there might be others that survived. Others that I don't think I'll ever be able to reach."

She looked into the sky before continuing.

"Before, I thought I could live with myself if there was nobody like me left. But they…they don't even know I'm alive, Pete." She said, brushing away the tears, "What if my family is still alive? My real family? They probably don't even know I'm still alive. I just wish I could talk to them."

"Clara…" Peter stated, getting her to look at him "You have a family."

She continued to look at him before continuing.

"You have your adoptive parents. If you had remained on that earth, who's to say the people who found you would raise you the same way? Or do you think you would've met someone like me."

Clara laughed, as she hugged Peter, making sure not to break him.

"Thanks, Pete." She smiled, as Peter returned the favor.

At that moment, though, Kara head a distress call out of the corner of her ear.

"_All available forces! There is a new supervillian on the loose! Repeat! All available forces are requested at the Museum of Natural History…"_

"Sorry," She smiled, "Gotta go."

Peter nodded, understanding as they locked lips and then Kara was off faster than Peter could register.

…

_**The Museum of Natural History…**_

"Hands over your head, lady!" One of the officers demanded, pointing his gun at their target.

The target in question was a girl wearing a white spanex body suit that went into a triangular position, ending just above her cleavage. She wore a red jewel on around her waist, which was held onto by a blueish-green belt that was tied around her body in that section. She also wore the same color gloves and boots. She looked at the officers, brushing away her brownish hair angrily.

"Ma'am!" One of the other officers warned, "If you do not stop, we will use deadly force!"

"Well then, go on you $%^*s!" The woman declared, zooming into one of the policemen and punching their kneecaps, sending them to the ground in pain. She then spun around and kicked another in the abdomen, causing them to collapse as well.

"Hey!" A new voice declared, zooming in there, and punching the woman in the chin, "Take a break."

Everyone looked up to see Superwoman as she held the unconscious female's arm.

"Just give me a second, officers." She told the policemen.

Within a second, she had zoomed out, found a steel beam, and had bended it into a sufficient handcuff for the time being. As she returned and put the handcuffs on the female, the woman who had attacked regained her consciousness only to feel the cuffs lock her tight in place.

"What the-?" She asked, before seeing the one who had done this to her, "Superwoman? Ah %^$*!"

"You got quite a potty mouth there, don't you?" Superwoman asked, "Well, I'll see to it that you get counseling when you're in prison."

"I don't need counseling, you cow!" The woman declared at her, "My family's been dead for a few years, and I've been living with the two worst %#^*ing excuses for a 'replacement family' ever since! Don't tell me about that!"

"Well," Superwoman said, as sincerely as possible, "My condolences to you, young lady; but if you thought about it, you could've had a reason to be a superhero rather than a villain."

"$%^* You, you #%^!" The woman declared, "You stole my chance when you began flirting around with Spider-Man."

"Then this will be your chance to start anew." Superwoman told her, handing her over to the police, "Maybe you can find someone like yourself in jail if you can."

….

After another routine check on the city, Superwoman changed back into her alter-ego of Clara Jones, and proceeded to write up another article for the Bugle.

Afterwards, she had dinner and then went to go to sleep. Truth be told, Clara didn't need any sleep with her Kryptonian powers, but she felt it was a relaxing way to just let her mind wander.

However, as she closed her eyes, a voice rang inside her head.

"_Calling Superwoman, this is Reed Richards. Repeat; this is Reed Richards calling Superwoman. Do you hear me?"_

Clara's eyes shot open and within a second, she was gone.

….

When she arrived at the Baxter Building, she was greeted by Reed Richards who let her inside and walked her over to a computer screen.

"What is it, Reed?" She asked.

"I did that scan on Metallo's brain-wave patterns." Reed explained.

"And…?"

"And I think you'd better see this for yourself…" Reed told her.

He pushed a button and almost instantly, an image appeared of a muscle-bound man with black hair that made a single spincurl, wearing an exact replica of Superwoman's costume.

The Golden Heroine gasped in shock as more images continued of the man beating Metallo (whom she could tell was the camera's POV here,) until an image appeared of a man in the shadows who sat on a throne with his figure hidden by the darkness that surrounded him.

"You will go to this universe I have discovered." The figure explained in a commanding voice, "From what I have seen, it will suit my benefits. Others will join you be it you fail or not, but either way, I shall have this world as my own."

The images stopped and the two people viewing were left in shock. Not only did it seem like Kara did have a relative in another world, but it also seemed as if this world was being targeted by another for reasons unknown.

The storm was already coming, perhaps it was already here. But whatever the case, things were going to get worst.

….

_**EPILOUGE ONE: **_

_**Ryker's Island Minimum Maximum Security Prision:**_

Jessica Campbell groaned as the mystery meat that served as her dinner was placed upon her table. She was obviously disgusted with how they were treating her so far.

Jessica's Parents had been dead for about twenty years after they died in a fatal car accident that left her in a coma for seven months. Waking up, she found that the one boy she loved at Midtown High, Peter Parker, had found a girlfriend which devastated her because deep down inside, she really did love Peter, but never had the guts to tell him that in person. Now he was lost to her.

Worst still was the fact that nobody would take her until she was 18 and was adopted by a redneck family which turned out to be worse than the Orphanage she had spent most of her life in, as her adoptive parents did nothing but abuse and beat her while giving her endless chores all day.

It wasn't until a week ago, Jessica discovered she had powers all this time which she theorized had been gained from the accident where a nuclear material fell into her lap before the car containing her family crashed.

With that realization, Jessica decided to lash out on the world because she was just so mad.

Now, thanks to the 'Marvelous Superwoman,' Jessica now stood surrounded by many other criminals put away by the super heroine, while dressed in an orange prisoners uniform with a number label and her name right above it.

As she passed by Cobra and Mr. Hyde, she heard them whistle at her, to which she suddenly snapped having been her too long for herself, and slammed her tray into Cobra's face, sending him to the ground, and making Hyde lunge at her.

Jessica simply pulled back her arm and swung her fist forward as she hit Hyde straight in the mouth making him swallow some of his own teeth.

Jessica prepared to lunge onto him, but that ceased to be when she felt somebody grab her from behind and felt a needle inject into her skin, causing her to pass out.

As she fell, though, she thought she could hear someone say "subject is acquired."

….

When Jessica awoke, she quickly realized that she was in trouble but also that she could not get out of the problem for some reason.

Jessica had apparently had her prison clothes removed; leaving her in a white tank top and panties (which was not part of her uniform so she surmised whoever had changed her had given her these as well.) But now, she sat in a metal room with a giant lazer pointed right at her. Jessica tried to move, but found that she was cuffed on both her arms and legs to the metal chair she sat in.

At that moment, a nearby door opened and revealed a bunch of weirdly-dressed people who now stood around her, eying her with pride.

There was a man in a business suit looking a bit in his mid-twenties standing behind a bunch of people in beekeeper-like costumes, who stood next to a woman who had green hair and lips wearing a green skin-tight uniform standing behind a bunch of people wearing green-and-yellow skin-tight scuba-diver-like outfits.

"Ms. Campbell," The woman spoke, "My name is Madame Hydra, and this is George Tarleton, head of AIM. As you probably know, HYDRA and AIM are not the 'best of friends,' so-to-speak, but with Superwoman as out latest common foe, we've had to put aside differences. In turn, we learned about your fight with Superwoman, and looking into your past, we've got a proposition that we think you'll really enjoy taking part in."

Jessica listened in, curious to learn what the woman was talking about.

…

_**EPILOUGE TWO:**_

_**The Cube…**_

In an undisclosed location, there stood an enormous structure known only as 'The Cube.' It was built by the highest authority under Nick Fury's orders to 'rehabilitate' super-villains and turn them into SHIELD Agents. Only very few had the privilege of knowing about this place, and those that did would know that this place only served as a living hell.

While some minor criminals had been rehabilitated, there was obviously no way of curing them all. That would take a miracle to happen.

And among those failed to be rehabilitated was Elizabeth 'Liz' Allen; AKA The Void.

Allen was the Cube's most notorious villain for having almost killed Superwoman early on in her career. Superwoman had barely stopped her, and Nick's personal preference was to have the lady killed before anything could happen.

Washington DC, on the other hand, had other ideas.

Because of Liz's extraordinary abilities, the fat cats in power wanted Liz to be rehabilitated so that she could do the things that Superwoman said she would never do such as help America remain a super powered country.

And so it came to be that Nick eventually lost the disagreement between them and The Cube had a procedure that would follow every day.

Liz would be de-frosted with her head only, while the rest of her body was kept frozen by a machine designed by Reed Richards to stimulate Superwoman's freeze breath that she had used to freeze The Void in the first place. If Liz seemed to be getting uneasy, then the machine would be re-activated with the press of a button and Liz would be re-frozen again until next time.

The current psychiatrist; Tina Trey, tapped her pencil upon her notebook as she eyed Liz carefully, the remote to the machine placed on a table next to her. She noted that Liz was the same as always; her face was serious, and she did not look in the least bit friendly.

"Elizabeth, dear;" Tina said, warmly, "Would you care to share anything new with me today?"

Liz's expression remained the same, with no answer.

"Elizabeth," Tina said, in a more serious tone, "Wouldn't you like to know what's going on outside of here? Wouldn't you like to see what's happening with the outside world since you've been gone?"

Still no answer.

"Very well, Elizabeth," Tina said, getting up from her chair, "If that's the way you want it, then we'll try to talk again next week."

With that, she pressed the button and the stimulated freeze-breath of Superwoman encompassed Liz's face until it was once again frozen completely behind the ice.

Tina sighed as she got up to leave. As she approached the door however, there was a sudden 'BOOM' as the ground shook, sending her to her feet. When she got up, a red alarm was flashing, and a fire bell could be heard throughout the building.

Before Tina could figure out what to do next, she found herself suddenly crushed by a giant fist. The fist then reached down, and grabbed the frozen figure of Liz Allen.

Liz suddenly felt the warmth of sunlight melt her body away. She smiled and concentrated hard.

Within a second, Liz was freed from the icy prison that had been her home for a while now when she burst out of there.

And then she saw who her savior was.

Holding her in the palm of its hand was what Liz could only describe as a 12-Foot-Tall version of Superwoman.

"Hello, Liz." The Giant Superwoman greeted, "I am The Superwomandroid, but you know me really as Jessica Campbell from back in High School."

Liz thought back, and remembered how Flash Thompson had picked on Campbell after she lost her own family.

"Oh, yeah." Liz nodded, "Well; I guess I owe you an apology, then."

"Not necessary," The Superwomandroid replied, "Although there is something you can do for me. And it involves, helping me destroy Superwoman!"

_**So, there you have it; folks! Superwoman's learned she's not alone, and at the same time, she's about to have her life turned upside down by villains from both this world and another! WHO is the shadowy figure from her world who's been sending all these villains through? HOW is Jessica Campbell now a Superwoman Android? WHAT will Superwoman do with these revelations? All these answers and more will be revealed in the upcoming issues staring your favorite Superheroine! Until then, leave reviews and like!**_


	3. The LongAwaited Rematch!

_**Well; here we go, everyone. This is the second episode following last 'issue.' As always; read and write replies and comments! And finally; I own NOTHING. This is for Fan-Purposes only, so please don't sue! Other than that, enjoy!**_

_When a ship containing an infant that was the last daughter of a dying civilization was sent to Earth in another world, it was sent flying so fast that it ripped a hole in the fabric of reality which resulted in the ship passing into this universe and landing on this reality's Earth._

_The baby daughter was found by a loving couple called the Joneses and was raised normally until she discovered her true birthright and how she did not come from this world. The daughter of another world had powers far beyond that of any meta-human on this world thanks to the power of this world's sun._

_With the empowerment under the sun, the girl from another universe found she could leap buildings in a single bound, move faster than a speeding bullet, possess the strength of a thousand gods put together, and use many other magnificent powers bestowed upon her._

_Now, the daughter known in her civilian identity as Clara Jones, a college student at Empire State University and a reporter for The Daily Bugle of her own adventures, she fights a never-ending-battle for truth, justice, and the American way as one of the Earth's greatest superheroines…Superwoman!_

"_**THE LONG AWAITED REMATCH: THE WOMAN OF STEEL VERSUS THE WOMAN OF DARKNESS!"**_

_**Clara's Dorm Room…**_

As she slept, Clara Jones twisted and turned violently in her bed. She was dreaming heavily and it was not good.

_She dreamt of her planet exploding with her right in front of the whole thing. She imagined her relative whom she had seen through Richard's technology. She saw herself desperately trying to reach out and grab his arm, only for Liz Allen of all people to pop out from behind her, and drag her back into a black hole._

_Kara screamed for help, but it was as if the man she had seen didn't even realize she was there._

_With a final scream, Kara was pulled into the black hole…_

And it was at that instant she woke up in her dorm screaming loudly.

It was then that she realized she was still in her dorm room.

Turning to the side, Clara saw Gwen sleeping soundly, mentally thanking god that she did not wake her.

As she laid her head back down to sleep, however, there was suddenly a noise that disturbed her so greatly, that she got back out of bed and slip on her costume before zooming out of the building.

…

"THAT'S RIGHT, FOOLS!" Liz Allen declared, as she continued to mercilessly zap away at everyone, "RUN AND SPREAD THE WORD THAT THE VOID HAS RETURNED!"

Bellow her, thousands of people darted as far away from the black substances that The Void was shooting out of her hands. Some had touched cars and caused them to explode on impact while the substances that had cut into the people simply killed them.

Liz was about to let loose another onslaught of her shadowy death beams, when she heard a familiar voice zooming towards her.

She turned around just in time to see Superwoman before she tackled The Void.

"YOU!" Superwoman declared, "HOW THE HELL DID YOU GET OUT?!"

"I got help, Superwoman!" The Void smiled, socking her nemesis in the face, causing her to let go and hold her face in pain, "And because of that, I got better!"

Summoning up all her breath, Superwoman attempted to once again freeze her foe by letting out another strong blast of freeze-breath. However, unlike the last time, the ice did not affect Liz in any way and instead simply made her smile in amusement.

"Haven't you been listening, Superwoman?" The Void smirked, as The Woman of Steel stood there, astonished, "My friend's made me stronger than ever before. Meaning that I have the power to avoid getting frostbite from you again!"

With that, The Void punched Superwoman in the face, sending her flying five feet back before she regained control and collided with her foe once more.

….

_**Earlier, in a Secret HYDRA Base…**_

"_So what's the deal with this thing?" Jessica asked, as she laid on a metal gurney opposite of a giant metal exoskeleton._

_Jessica was strapped down, while many AIM Doctors worked around her, preparing for the subject's transfer._

"_It's quite simple, really;" George Tarleton explained, as he worked on a weird-looking computer, "We've had this since that scuffle with the Void and Superwoman. Durring the fight, at one point, Superwoman actually bled and we collected some of her blood. We ran many experiments, and we didn't know what to do with it since most of which were a failure."_

"_However," Madame Hydra continued, standing to the right side of Jessica, "We did find some old notes of an old Nazi spy named Lyle Dekker. He was a spy for The Red Skull and we found some notes of his that talked about putting his body in a giant-sized-robot version of Captain America. We figured we could…alter the design concept…and give this robot the blood of Superwoman."_

"_But the brain would never be used for evil if we recreated it." Tarleton finished, as he completed typing up on the computer before joining Madame Hydra at her side, "We needed someone else's brain. Someone who had a raging passion for Superwoman, and would do anything to kill her."_

"_There was The Void," Madame Hydra noted, "But Superwoman obviously captured her and threw her in jail. We will still need you to rescue her, though. But with your powers, Superwoman will easily kick you senseless as she already has. Which is why we're putting you in that robot body there. It can get over there and free her faster and more efficiently than Superwoman could at her normal size."_

"_What happens to me, then?" Jessica asked, looking cautiously at the giant exoskelenton._

"_We are simply going to remove your brain from your body," Madame Hydra stated, "From there, your brain will be drained and rewritten into a single chip which we will store in that body along with the blood of Superwoman."_

_She took a serious look at the young woman._

"_This is your last chance, Jessica;" Madame Hydra warned, "You still have the chance to back out if you wish."_

….

_**Rykers Maximum Security Prison, Now…**_

Jessica smiled as she punched a hole in the prison's roof. The walls came crashing down as she used her X-Ray vision to locate the many supervillians that Superwoman had put away. After finding the cells containing the planet's worst deadly aggressors, Jessica carefully poked her fingers through the cell ceiling, making sure she didn't fatally injure the villains before picking them up one by one, and putting them in the palm of her hand.

Once the cells had been completely devoid of their inmates, Jessica held the villains in her hand, tight enough so that she didn't kill them, but at the same time, she was sure that she would not have any fall out. She then crouched down before taking off into the sky.

Using the hand that was not carrying the villains, Jessica activated her earpiece and spoke into there.

"I got the villains." She stated.

"Great work." Madame Hydra's voice spoke, "I'll inform Elizabeth Allen now."

…

Meanwhile, back with the fight against her former-classmate-turned-foe, Superwoman was not doing so well. She was desperately trying to land a punch on The Void, but each time The Marvelous Maiden tried to punch her, Liz would simply block the attack as fast as Superwoman threw her punches.

At that moment, though, Liz heard the signal in her earpiece that she had been given, and knew it was time to go.

"Well; it's been nice sparing with you again, Superwoman." Liz mocked, punching the Kryptonian in the face, and sending her crashing back into the ground, "But I think I've ruined your PR enough for one night. We'll do this again sometime though."

And with that, Liz took off as the sun began to rise over New York again.

"PR?" Kara asked, out loud, "What does she…"

Her eyes widened with horror as she suddenly realized.

"Oh. No." Kara said in disbelief, taking off into the sky once more.

…

By the time Kara had reached Rykers, she was stunned.

She then learned the facts; while Liz and her had been fighting, something that could only be described as a giant-sized version of her had come to Rykers, and had taken all the inmates that Kara had put away.

Words could not describe how she felt now.

….

_**The Next Day, Back in the dorm of Clara Jones and Gwen Stacey…**_

When Peter arrived at 10:00 AM to work with Clara on their next story, he found her sleeping in a curled ball on her bed, her Superwoman costume thrown down by the sheets.

Walking over to her, Peter gently nudged her shoulder, attempting to wake his girlfriend up.

"Clara?" He asked, shaking her again, "Clara!"

Clara's eyes fluttered open as she looked at him. Peter could see that his girlfriend looked like she had gone through hell as she groaned, miserably.

"Peter?" She asked, "What time is it?"

"It's about 10 AM." Peter responded.

"Oh, god." Clara groaned.

"What happened?" Peter asked, concerned now about his girlfriend more than ever.

Clara looked at him with her worried eyes before speaking.

"She's back, Peter." Clara explained, "The Void returned."

Peter's heart froze. He remembered the last encounter with The Void as well as Clara did, and was now deeply as worried as Clara was.

"How?" Peter asked, "How did she get out?"

"I don't know," Clara admitted, "But that's not all that happened. While I was busy fighting her…someone broke into Rykers and kidnapped all the villains I put away. And the police described the kidnapper as being a giant-sized version of me."

Clara hung her head down looking at the floor solemnly. Peter thought of something to say to his girlfriend before realizing what he could say to her.

"Hey;" He said, looking at her, "It's not all that bad at least."

Clara looked at her boyfriend confused and shocked.

"You've come a long way since you put them behind bars, remember?" Peter asked, "Look… Clara; when I was young, my Uncle Ben and I used to go fishing in Central Park. One day, I came close to catching a big one, but he got away. My Uncle Ben told me that it didn't matter because I just needed patience and practice more."

Clara looked at Peter, now starting to get the point more.

"You've had years of practice," He explained, "So that when the bad guys come back again, you'll be prepared. Plus; you're friends with some of the greatest superheroes ever. You'll be able to stop them all again."

Clara nodded, now a bit more optimistic. True, her greatest enemy she had ever faced was back again and not alone anymore, but Clara had grown a lot since then.

Now back in full spirit, she hugged Peter tightly (though not too tightly,) and kissed him on the lips passionately, to which Peter returned the favor.

….

_**An Undisclosed HYDRA Base…**_

George Tarleton, Madame Hydra, and Liz Allen watched as the combination of AIM and HYDRA scientists worked bellow the balcony the three were standing on. The workers were moving all the equipment and tools, and exchanging the notes they had all received from their deals with the villains.

"So where's The Superwomandroid?" Liz asked.

"Recharging." George stated, "We created a sun-generator since Superwoman apparently receives her powers from the sun. Even though we have all we need now, she'll still need to be charged like Superwoman gradually from time to time. Just in case."

"But either way," Madame Hydra noted, smiling at the sight bellow them, "Thanks to you two liberating the prisoners Superwoman put away, we now have debts from some of the greatest masterminds like Doctor Doom and even Magneto. We have access to technology and plans they have, and we will use them to further our goals until we can find a way to destroy Superwoman."

"But for now, we will use what we have for our first plan," George explained, walking to get to his office here on the base, "We will use our newfound technology to do what we couldn't without you two. We will create the first successful clone of Superwoman!"

….

_**Asgard…**_

Meanwhile, far away in the glorious realm of Asgard, there was a castle where inside, there sat a god who was in his mid-twenties from the look of it. He wore an elegant uniform for a god colored gold and green, and had a helmet shaped with two ginormous bull horns. This was Loki, the Asgardian God of Mischief, and half-brother to The Mighty Thor.

Currently, though, his thoughts were not occupied on Thor, but rather one of the many so-called 'heroes' of Midgard. While Loki internally admitted that it was a bad idea to interfere with the mortal fools who fought against evil alongside Thor, Loki couldn't help but feel that maybe he could warp one of the heroes to help him defeat Thor.

Suddenly, his viewing hole where he watched the heroes from stopped on the one called Superwoman, Loki was about to think that she was nothing to him, when he heard a new voice in the room he sat in.

"Well, hello there!" A nasally-voice called.

Loki turned around, now deeply concerned since whoever broke in couldn't have possibly done so without his knowing about it.

"What the-?!" Loki gasped, astonished at what he saw.

Floating a few inches above the floor was a short-middle-aged man with grey white hair wearing a purple-and-orange suit with a purple derby hat on.

"Who are you?!" Loki demanded, "Who dares intrude upon the God of Mischief?!"

"You?" The man asked, with a snicker in his voice, "The god of Mischief? Oh no, buddy. There can only be one god around here, and his name is Mr. Mxyzptlk! Straight from the 5th Dimension of another world's universe, mind you!"

"What do you want?!" Loki demanded, "If you have business here, Mxyzptlk, I suggest you make it now!"

"Fine!" The imp told him, "I saw you were concerned about Superwoman. Very nice girl, mind you; I want her too because A. She can be my loving bride, and two; my boss wants her out of the picture."

"Your 'boss?'" Loki asked, confused.

"Top secret," Mxyzptlk said, "But I can do anything, for instance…"

With that, he snapped his fingers, and suddenly Loki found himself drenched with a waterfall that appeared out of nowhere. Then, with another snap of the new arrival's fingers, the waterfall was gone, and Loki was suddenly dried completely as he was before the waterfall had appeared.

"Very well," Loki stated bluntly, "You have powers equal to mine. What exactly did you have in mind for her?"

"Oh," Mxyzptlk grinned, "I think you're going to love this!"

_**And so we come to another shock ending of things to come! HYDRA and AIM seek to create a Superwoman clone, while Loki and Mxyzptlk have teamed-up to trap The Woman of Steel, how will that turn out?! Find out...in two issues! Yeah, there's gonna be a special two-patter before this villanious team-up, but it will be one that will (hopefully) be long-remembered by you guys in this fic's history. Trust me, I've put effort into it, so in the words of KISS; "You want the best? You've got the best!" Anyways, leave reviews as always!**_


	4. World's Finest Part 1

_**Hi there, everyone. I know all of you were expecting to see Loki and Mr. Mxyzptlk team-up now, but an idea crossed my mind that I'd like to share with you for this two-part special. Rest-assured, the next story after this will be the team-up, but for now, I'd like to show you an entirely-different kind-of team-up in a way that could only come from this story. As always, I own NOTHING. This is for fan-purposes only, so please don't sue! Other than that, enjoy.**_

"_**World's Finest Part 1"**_

_**New York City…**_

Amongst the quite peaceful New York City rooftops, a slender figure was jumping from rooftop-to-rooftop with incredible speed and agility.

The figure then perched down on a rooftop looking into an open window on a building in front of her, that had light coming from inside it. The figure knew their contact would be here since they left the window open for them when they had been contacted.

Smiling, the figure moved a few inches back before gasping in shock. In the room standing before them was an elderly man with white hair and a moustache. This was the contact who had contacted her upon his escape from prison recently.

He was also the father of the figure.

Oh his chest, there was a green-like substance, looking at it, the figure decided there and then that something had to be done.

….

_**Empire State University, The Dorm Room of Clara Jones…**_

Clara entered her room after a long day's work. Not only did she have a ton of papers turned in today, but she also managed to recapture some of the escaped prisoners in the same day. Superwoman or not, Clara had to admit, it was getting stressful.

Even with almost all of the Superhero community helping out, it was still going to take some doing to get legal fixes on Doom since he was leader of a sovereign nation now, and it would also take some time to get fixes on someone like Magneto who would be no doubt prepared for her this time around.

As Clara unpacked her backpack, she noticed something lying on her desk there that wasn't there earlier. It was a piece of folded-up paper that read 'To Clara Jones.' There was no listing for who it was from.

Curiosity got the better of her as she moved over there, and opened up the letter, reading the inside of it.

'_Dear Clara Jones,_

_I apologize if this message startles you, but seeing as how you're the only one who knows how to contact Superwoman, I couldn't help but write to you now rather than later._

_Anyways, I have written to you because I need you to contact Superwoman to have her meet with me tonight at 10:00 PM by the docks by the South Street Seaport. I cannot give you the reasons as to why she needs to meet with me, but I will say that it is of the utmost importance that she does so._

_Please get this message to her as soon as possible._

_An Unanimous Source.'_

Clara looked the letter over again.

It was obvious that it could be a trap, but the letter seemed to have some sincerity to it.

Once again, her wondering got the better of her and decided she would meet with the person tonight.

…

_**Later That Night…**_

Felicia Hardy stood wearing her black trench coat by the docks, listening to the water splash alongside the South Street Seaport. She hoped Superwoman would come soon, but with the way she wrote that letter to her official news reporter, that seemed unlikely.

However, fate seemed to smile upon her when a 'SWISH' sound was heard, as Felicia felt a huge gust of wind brush past her.

Turning around, she saw The Woman of Steel, standing before her with a serious look on her face, that thankfully didn't look too annoyed.

"I'm here." Superwoman told her, "So who are you and what do you want?"

"My name's Felicia." The woman introduced herself, "Felicia Hardy. I need to talk to you because I need help."

"Help with what?" Superwoman asked.

"My father was murdered recently," Felicia explained, "He was killed by somebody that I don't know. I need help finding out who did it and why."

"Alright then, Ms. Hardy;" Superwoman nodded, preparing to fly off again, "I'll deal with it as quick as I…"

"No." Felicia declared, tugging on the Kryptonian's cape, causing the Maiden of Might to stop and turn around to face her, "I didn't mean like that."

"Then what do you want?" Superwoman asked, confused.

"I want you to help me become like you." Felicia explained.

Superwoman looked at Felicia shocked. The Woman of Steel had been told by many little girls that they wanted to grow up to be like her before, but this was a different case altogether! This was a grown human woman who seemed to be willing to risk everything to be on her level.

"You realize, Ms. Hardy, that I can't make you EXACTLY like me." The woman of steel commented.

"Then at least train me to be better." Felicia begged, "You're friends with the entire superhuman community, right? Can't you at least ask them to pull a few favors for me?"

Superwoman looked at the woman, deciding on whether or not to do as she asked.

"One question;" Superwoman asked, "If I agree to train you, and we do find this murderer; what are you going to do then?"

Felicia thought for a minute. She admitted that she hadn't thought about what would happen next. After a minute of pondering, she shrugged, honestly.

"I don't know." Felicia admitted.

"Then you have to promise me something;" Superwoman told her, putting one hand on her shoulder, "If I agree to train you with other superheroes, you must promise me that you'll use your powers for good only."

"All right, then;" Felicia nodded, as the two shook hands, "I'll swear by it then."

"I'll go and see if I can call in a few favors then," Superwoman told her, "Is there any place I can come by when I'm ready to train you?"

Felicia took out a notepad and a pen and wrote her address down, along with a time at which to meet her.

"Just in case." Felicia explained, pointing at the time she had written down.

"All right, then; Felicia." Superwoman told her, flying back up into the air, "While I'm gathering help, I suggest you practice on things that could help to finding your father's killer."

Felicia nodded, and with that, Superwoman took to the skies, leaving the human alone with only her thoughts before she too departed back to her apartment by foot.

….

_**The Next Day, Empire State University…**_

After classes, Peter and Clara went to their resting spot by the tree on campus to discuss what had happened the previous night.

"And this woman wants you to train her?" Peter asked, amazed at what his girlfriend had told him.

"She was willing to do whatever it took from the sound of it." Clara nodded, "I got at least two people to help me on this. I think that should be enough for her."

"Just two?" Peter asked.

Clara turned to him, giving him a playful and reassuring look. Peter just nodded, looking off into the distance.

"So when are you going to meet her?" Peter asked.

"This Friday at 7:00 sharp." Kara explained.

….

_**Friday, 7:00 PM, Felicia Hardy's Apartment…**_

Felicia looked up from her sketchbook the moment she heard a 'SWISH' and felt a gust of wind blow past her. Standing there, was Superwoman, with a very serious look plastered on her face.

"Hello," Felicia said, ripping a page out from the notebook and showing it to Superwoman, "Perfect timing, by the way. I just finished my costume design."

Superwoman took the piece of paper and looked it over. Felicia's design looked to be a skin-tight black latex suit with some white trim around the neck area. There was also a mask included in the design that featured two eyeholes, but did not cover any other section than her eyes.

"I was thinking for a sleek look that would…"

"I'll do better." Superwoman explained, putting the drawing down on the bed, "If you succeed in what I'm about to throw at you, Felicia, I'll have an even better costume for you when you're ready. I'll have gear for you made by the best. This is serious business, Felicia. You need to be willing for what comes next."

"I'm ready." Felicia told her.

Superwoman nodded, and motioned to the window.

Felicia got out of bed and walked over there, as the Woman of Steel grabbed her by the arm, making sure she had a firm (but not too painful) grip on Felicia. She looked at Felicia who nodded, and with that, the Woman of Steel was off, with her passenger holding tightly.

….

_**Later, Jehri J'cho Dojo…**_

After arriving at the location for Felicia's training, the daughter of the recently-deceased famous cat burglar was introduced to her other two instructors; Daredevil and Shang-Chi. Superwoman explained to Felicia that during this time, they were going to practice martial arts combat as well as training on how to rely on senses in danger.

To that end, they had decided to train at this abounded Dojo that formerly belonged to Wilson Fisk as a crime base for illegal operations, but was abounded once Superwoman caught him and his business fell apart. Thus, it made it the excellent place to train.

Felicia Hardy was going to be better than she was before.

….

_**Three Weeks Later…**_

Felicia screamed in pain as she fell on her belly into the steaming coals that had been laid on the floor. She had been at this ever since her first training night, and it didn't seem to be getting any easier. Night after night, she would end up getting home in pain from either falling in the steaming coal, the beatings given to her by Shang-Chi when she was tested in martial arts combat, or a combination of the two.

But Felicia was still determined not to give up. To that end, Felicia ordered some workout equipment to help her get in shape in her apartment such as a punching bag, a treadmill, and a series of dumbbells. Right, now, Felicia's frame had grown, as she now showed a definitive body-builder's tone, with a spectacular six pack abs, and defining muscles on her arms and legs.

Yet it was at times like these in the dojo that Felicia got frustrated on.

It didn't help that whenever she came here, she was required to wear a karate student's robe and a blindfold for this part.

Rolling off onto the floor that didn't contain the coals again, Felicia breathed deeply as she heard two feet walk up to her.

"Again." She heard Daredevil tell her, "Try focusing this time around."

Felicia groaned, but went back, with the help of Superwoman who positioned Felicia where she had been before.

This time, Felicia did not run instantly. Instead, rather, she took time to think and plan out how she was going to jump. Truth be told, Felicia was never the one to usually think out a solution, but in this case, after three weeks of this, something told her it was time for a change in approach.

After stepping back a bit, Felicia took a deep breath, and ran forward. Just before her feet touched the coals, Felicia crouched down, and jumped, landing successfully on the other side of the coals, sighing with relief when she found that her feet had not touched the coals again.

Dardevil and Superwoman walked up to her, applauding her for her actions as she took off her blindfold, and looked at them with a smile.

"Well done." Daredevil said.

…

After she had some time to recover, Felicia was once again put into the ring with Shang-Chi. After both bowing to each other, Felicia and he both engaged in fighting. As he threw a kick to her, Felicia blocked with her arm, her brain finally realizing what had been taking so long to achieve both these tasks.

_I guess…I may have been a bit naïve to jump into this thinking I'd be ready in one day. _Felicia thought to herself, _I guess I need to stop being so assuming and really focus on strategy now._

As Shang-Chi tried punching at her, Felicia blocked with another hand, taking Defensive moves only, while trying to find a pattern in Shang-Chi's ways.

After spending a few more minutes blocking and studying, Felicia suddenly found a strategy. Leaving herself open for a blow, Shang-Chi threw a kick at her, but Felicia managed to move out of the way, and with a leg sweep, managed to trip Shang-Chi, sending him to the ground.

"How was that?" Felicia asked playfully.

"Excellent." Shang-Chi stated, "Well done, Ms. Hardy. You have passed the two tests."

"Which means I'm going to have to make another stop, and then you'll finally be ready." Superwoman told her, patting her friend on the back.

….

_**The Next Day, Onboard the SHIELD Helicarrier…. **_

After classes, Superwoman went to the flying headquarters of SHIELD, and after greeting Fury, was handed a box that had a brand-new SHIELD-made costume in there.

"It's all ready, Superwoman." Fury told her, "It's got the latest SHIELD toys packed in there based upon the design ya gave us."

"Thanks." Superwoman smiled.

"You're thinking about changing your identity?" Fury asked.

"No." Superwoman told him, "I just made a trustworthy friend, who wanted this. She's promised she'll take good care of it."

"Otherwise you bring that right back here for retoolin' okay?" Fury asked her.

"Of course." Superwoman nodded.

….

_**That Night, Back at Felicia's Apartment…**_

Felicia was doing her new daily routine of pushups on the ground when she felt that familiar wind breeze in and look up to see the Woman of Steel holding a box.

"Your uniform is ready, Ms. Hardy." Superwoman smiled, handing her the box, "Compliments of Nick Fury and SHIELD. Just bear in mind this is all state-of-the-art technology and weapons. If you lose these, I have orders from Nick to retrieve these weapons and make sure you never use them again."

"Don't worry." Felicia told her, walking over to the mirror to check out her now well-built frame, "I won't screw this up. And for the record, as long as I'm wearing that, I don't want to be called Ms. Hardy or Felicia in that get-up."

"You picked out a superhero name?" Superwoman asked, raising an eyebrow.

"I had it planned when I came up with that costume look." Felicia explained, "My father was once a Cat Burglar. I now must honor him, but not in the way of a thief per-say."

"I don't understand." Superwoman said, honestly.

Felicia looked at the Last Daughter of Krypton playfully.

"How does the name Catwoman sound to you?" She asked.

"Let's see the costume on you, and we'll find out." Superwoman told her.

Felicia nodded, going into the bathroom to change.

….

_**Meanwhile, in Fogstone City…**_

Mayor Alan Bolland grumbled as he got into bed. Having been the mayor of Fogstone City for two years, he fared no better in making the city a better place than his predecessors had two years ago.

Fogstone City was a place in upstate New York, that unlike many of the places that recovered (more or less,) from the crime and urbanization of the 1920's/1930's, Fogstone still held a pretty high crime rate. Even more compelling was the fact that since then, nobody could manage to find anything to do with the deaths plus the mental and physical scars left on citizens of the city from these crimes.

Sighing, Alan, pulled up the covers and closed his eyes, but they quickly shot back open when he heard a horrible laugh.

It was a laugh that sounded like a horrible audio-pitched robotic-like laugh, as he looked around desperately for the source.

"Hello?!" He asked, "Who's there?!"

Instead, he got his answer with a light-blue gas that was sprayed around him. He desperately tried to call for his guards, but eventually, sleep overpowered him, as he fell to the ground unconscious.

It was then that the assailant stepped out from behind the shadows. It was a person wearing a green, scaly-like costume with two golden eye shoulder pads that held a purple cape. The most distinguishing feature was that the figure wore a giant bowl over his head that could be mistaken for a giant fishbowl.

"So, Mayor Bolland," Mysterio chuckled, "It seems we're about to have a regime change with the way things are run here in Fogstone City."

With that, he left a smoke bomb and disappeared with Mayor Bolland into the night, leaving only a calling card behind which the guards would discover thirty minutes later upon inspection of the gas leaking from his bedroom.

….

_**Felecia's Apartment…**_

"Well;" Superwoman exclaimed, "Let's see it!"

Felicia walked out so that the Woman of Steel could see her more clearly. Felicia now stood before Superwoman dressed in a black-spandex-swimsuit which clung to her body tight, though not as tight at Superwoman's costume, so that Felicia was still perfectly capable of moving around in there. Felicia also wore a belt that featured many gadgets and items in pouches, and in the middle of the belt, there was a circle for the fastener that featured the image of a cat on it. Felicia also wore a mask that had two cowls on there that could easily be mistaken for cat ears, and over her eyes she had big pink-colored goggles.

"I think I like this look." Felicia explained, checking her body out in the mirror with pride.

"Good." Superwoman smiled, "Now we need to see how we handle villains now."

At that moment, her super-hearing picked up on something.

"All units!" A police from a city in Upstate New York said into their car's radio, "We have a conformation sighting of the whereabouts of Mayor Alan Bolland has been taken in Fogstone City. He has been taken to the Archive Chemicals Building. I repeat…"

Superwoman turned to her new ally; The Catwoman, and looked at her seriously.

"Ready to stop a villain?" She asked.

"I'm really looking forward to hitting something with this." Felicia exclaimed, activating adimantium nails that slipped out of her gloved fingers.

_**And so there you have it! The World's Finest have finally come together. Catwoman and Superwoman will now fight side-by-side in the next chapter against Mysterio to save the mayor of Fogstone City! Speaking of which, Mayor Alan Bolland is a nod to both Alan Moore and Brian Bolland, the writer and artist of **_**Batman: The Killing Joke; **_**the graphic novel that not only inspired the first Tim Burton Batman movie, but was also the basis for what the great, late Heath Ledger based his Academy-Award winning performance on in **_**The Dark Knight. **_**Why is this refrence here? Well, if you re-read**_** The Killing Joke, **_**there'll be something from that story that will pop up next chapter, but I won't say what it is for spoilers sake. For now, just make sure to check in next time for the thrilling conclusion to 'World's Finest!' Reviews appreciated.**_


	5. World's Finest Part 2

_**Hi, folks, welcome to the thrilling conclusion of my 'World's Finest' Story in The Marvelous Superwoman. Hope you enjoy. As always, I own NOTHING. This is for fan-purpopses only, so please don't sue! Other than that; enjoy!**_

"_**World's Finest Part 2"**_

_**Over Fogstone City…**_

The Maiden of Might held her passenger firmly in her arms as she continued to fly to their destination.

"From what I heard; the suspect who kidnapped Mayor Bolland was taken to the Archive Chemical Building," Superwoman explained, "I'll go in first and if I'm not out in about five minutes, it'll be up to you, Catwoman."

"Perfect." Felicia purred, "I'm actually getting into this already."

"Don't get too overconfident." Superwoman explained.

_**Archive Chemical Plant…**_

Mayor Bolland sat there, tied up while Mysterio paced back and forth on the catwalk they were on above the chemical vats. If Mysterio's face was showing, it would show that he was eying the window like a vulture.

"What in god's name are you planning to do?" Bolland asked.

"Simple," Mysterio responded, "I'm going to hold you for randsome. Unless the city grants me the right to be mayor…well, I don't think you'll be walking anytime soon."

"Don't count on it, Beck!" A familiar feminine voice called out.

Mysterio spun around to see Superwoman, descending from above.

"Superwoman!" Beck declared, "A little far from New York, don't you think."

"I could say the same for you, Quientin." Superwoman replied, as she put her hands on her hips.

"Yes," He said, "Well, after all that happened with our last encounter; and during my brief stay at The Raft, where I saw you get humiliated on TV…"

At that moment, Mysterio's belt opened up, revealing a glowing green rock, which Superwoman instantly collapsed upon sight of it.

"I got friends who helped me get prepared." Mysterio finished.

He advanced towards Superwoman who continued to wither in pain from the rock.

"This is perfect," Mysterio laughed, "Not only am I going to be able to win, but there's no superhero here who will stop me."

"Guess again." A voice called.

Mysterio spun around in time to see a girl dressed in a cat-like outfit, hanging from a balcony above them, before her fist connected with Mysterio's face, causing him to stagger back in pain as the punch had broken his bowl.

Felicia hopped down, her special anti-grav boots hitting the floor, as she walked towards Mysterio.

"What…" Mysterio breathed, "What in god's name are you?!"

"I'm Catwoman." Felicia introduced before spinning around, and kicking him in the chest, sending him to the ground.

Mysterio threw some hallucination pellets at her, as the gas began rising.

Felicia simply smiled, as her suit contained a special filter that helped render the gas useless.

She began to walk towards Mysterio, who was crawling away in fear now.

"No…" He declared, "No this can't be happening…"

"Bad news;" Felicia said, ripping Mysterio's belt off and throwing it into the acid bellow, "It is."

"No…" Mysterio said, leaning back against the railing, "God this can't be happening! No one is able to resist my gas! Stay back! Stay back or I'll…"

It was at that moment that Mysterio had leaned too far back, and accidently fell over the side of the railing.

The Master of Illusion screamed as he flipped upwards and began to fall, but suddenly stopped as The Catwoman grabbed his hand, groaning as she tried to pull him back up. However, it was at that moment that Mysterio got a closer look at Felicia. He noted the appearance and features on the woman's face, and noticed who she looked like.

"That face…" Mysterio said out loud, "No! But…I stole his notes!"

This distracted Felicia long enough for Mysterio's arm to slip, causing her to lose her grip on him as he went falling below…

…until he hit the chemical tank below with a loud 'SPLASH' as he disappeared completely behind it.

Felicia looked in shock as she went back and untied the Mayor. The two then went over to Superwoman, who was beginning to recover.

"Is he…" Superwoman asked, cautiously.

"He's dead." Catwoman said, solemly.

"My dear Miss…Catwoman was it?" Mayor Bolland asked, "It might be just as well. In any case, you're welcome to stay here if you want…"

"I need to stay for a little while longer." Felicia said, nonchalantly, "Search this place if that's okay."

Mayor Bolland looked at her confused for a minute, but then nodded, deciding it would be best for her to take a look by herself.

….

After searching the building for a while, Felicia found an office room which featured some of Mysterio's gear. Looking through the area, she eventually found what she had assumed what was there.

As she pulled out a stack of papers from a drawer, Superwoman came in to check on her, as she noted Felicia was fixated on the papers.

"What are those?" She asked.

"Papers my father made about how he became a cat burglar." Felicia said, simply as Superwoman looked at her shocked.

Felicia turned to her as Superwoman saw she was trying to hide her emotions behind a stern face.

"Mysterio was the one who killed my father. He took the papers my father had and used those tatics to kidnap The Mayor."

The two stood in silence before The Woman of Steel spoke again.

"Do you want me to take you back home now, or…"

"No." Felicia stated, standing up from her crouched position, and turning to face Superwoman, "I don't think I'd like to go back to New York."

"What?" Superwoman asked.

Felicia turned and hugged Superwoman before pulling away to look at her.

"If you hadn't tutored me," Felicia explained, "I might've ended up as nothing more than a cat burglar. But now… I see that there's far too much injustice going on in places like Fogstone. I think it needs a protector now."

"You're saying you want to stay here and continue doing what you're doing?" Superwoman asked.

"Yes." Felicia nodded.

"And how are you going to support yourself here?"

"I think I'll go into writing." Felicia explained, "That Jones girl at the Bugle seems to make a decent paycheck, so maybe I'll get a job as a novelist to fund myself more efficiently. Besides, if she does stories on you, there's no way I can do stories about Catwoman. Even if it is basically cheating."

"Well," Superwoman smiled, placing her hand on her shoulder, "Just remember what I told you about that gear."

"I won't let anyone abuse it." Felicia smiled.

Superwoman nodded and with a final salute, she was on her way back to New York, as Felicia would leave soon afterwards to find a place to settle down for the moment.

….

_**One Month Later In New York City…**_

Clara entered the office of J. Jonah Jamerson once more, to find him as cranky as ever.

"Jones!" He declared, "About time. Listen; someone's written a book about a new superheroine in some god-forsaken-filthy-upstate-town, and I need my best reporter on it! The books making lots of money, and they're praising the efforts of this new superheroine there."

"Sure, Mr. Jamerson." Clara answered, "I'll try to find time for an interview. By the way…do you know the name of the author and the book."

"I'm J. Jonah Jamerson;" He told her, with the mean eye, "Of course I know what the darned name is. The book's called 'Claws of the Catwoman' by some small-time author named Felicia Hardy. I swear to god; these writers nowadays. Pretty soon, people will start praising dangerous ideas like Vampires or Wizards next."

Clara ignored his last two sentences, when she heard the name of the book and the author, smiling internally.

"It's okay, Mr. Jamerson." She told him, "I think I can arrange an interview."

"THEN DO IT!" Jamerson roared.

"Right away, sir." Clara nodded, walking out the door.

….

_**Felicia Hardy's New Apartment Building in Fogstone…**_

Felicia entered her apartment sighing with relief. It had been over a month since she first started down her new path, and had managed to write a book on her exploits that was already making money. So much that she had managed to get a pretty good apartment and if the money continued to pile in as it was, maybe she could afford to buy a mansion.

Moving over to the answering machine, Felicia found it had only one message which she decided to play.

When she heard the message she stopped instantly.

"Hi, Miss Hardy." A timid female voice called, "This is Clara Jones; reporter for The Daily Bugle. My boss has asked me to set up an interview with you as soon as possible. If you could get back to me with a date and time when we can meet, that would be great. Oh, and that letter you asked me to relay to Superwoman, don't worry about it. Whatever it is you needed, I'm sure she was able to help. So just call me back when you can. Thanks."

With that, the message ended as Felicia smiled to herself.

It was at that moment, though, that her police radio picked up a new robbery going on, downtown in Fogstone, as she walked over to the wardrobe and pulled out her suit. She would call Jones later in the morning as Felicia Hardy to set up an appointment. But now, she had a meeting with the scum robbers who thought they could get away in Fogstone City.

Not anymore.

Not with her around.

The Caped Cat-Warrior.

The Protector of Fogstone.

The Dark Knightress.

Time to make criminals pay. Felicia thought to herself as she opened the window, making sure the coast was clear before whipping her way to the scene of the crime.

…

_**Meanwhile…**_

In the sewer system of Fogstone, a gloved hand shot out and grabbed the concrete floor to the right of the sewer water.

Mysterio pulled himself out of the water breathing heavily. His bubble had been cracked, and he didn't know how long he had been out for.

"Guh…god!" Mysterio breathed, trying to open his bubble, "What the hell was in that water?! God…got to get this mask off so I can…"

He stopped when he took off the mask and saw his reflection in the water.

"See…" He finished almost quietly.

Quientin Beck saw that his face had been bleached pale white and his lips had turned crimson red. His once-chestnut hair was now a solid lime-green, and his eyes looked almost yellow.

He grabbed his face, grieving over the life he once had. A special effects artist. One that was a pretty good job. Now he had fallen to this.

After a minute or two, he chuckled a bit. Slowly, the chuckle turned to a laugh.

Then the man that was once Quientin Beck laughed out loud, howling to the heavens above for giving him a new lesson; life was nothing more than a big ugly joke. One that he understood considering he remembered who Catwoman was.

This was going to be fun for him.

_**Well, there you go, folks; Mysterio has become this world's Joker and Felicia Hardy has become this world's Batman/Catwoman. Hope you enjoyed this little chapter. Oh, and I'm planning to do a Felicia Hardy Catwoman spin-off, if you want to see that, which will continue from here. Be here next time, though, when Superwoman takes on the combined forces of Loki and Mxyzptlk. Stay tuned! And as always, Reviews are appreciated!**_


	6. Three Gods, Two Goddeses, One Man Part 1

**Hi, again, everyone. I'm back and ready with another chapter of The Marvelous Superwoman. I'll be uploading my South Park fic also before the end of summer, but school starts next week, however, I'll try to update as best I can as always. Also, as always, I own NOTHING. This is for FAN-PURPOPSES Only, so please don't sue! Other than that, enjoy!**

_"Three Gods, Two Goddesses, One Man Part 1"_

_**The Dorm Room of Clara Jones…**_

Clara was typing away on her typewriter, writing up on the interview that she had done with Felicia Hardy. She had taken a flight (in this case, she flew rather than take a plane,) to Fogstone, where she met up with Felicia at a five-star-restaurant for lunch and the interview.

When Felicia had arrived, Clara noticed how much she had changed since the last had seen each other (or at least when Superwoman had seen Felicia.) Felicia came in her own limousine, escorted by a maid (whom Felicia had referred to as 'Helen,') and wearing the most elegant black dress Clara had ever laid eyes upon. When she questioned where Felicia had got it, the new billionaire-playgirl-author said she had brought it from a high-profile-fashion-store. Apparently Felicia was being recognized for her book all over the world making her a nominee for a bestseller award in the following months.

Clara was proud to see Felicia behaving like an upper-class citizen, yet still having morals that went to the point of Felicia willingly giving money to fund orphanages in Fogstone City and the likes. Clara would hate to think what would have become of Felicia if not for Superwoman.

_Maybe she'd have become a cat burglar like her father._ Clara thought to herself,_ But now, she's a new ally, and that's what I'm going to need more of._

With that last thought, Clara finished her article and looked at it proudly.

_Finished!_ Clara thought, Letting out a yawn as her eyes started to feel heavy._ I guess I'll…just go…to sleep now…_

And with that, Sleep overtook her.

….

In what Clara only assumed was a millisecond, she her a 'SNAP' in her seat, as she suddenly fell to the ground.

"Ow!" Clara exclaimed, rubbing her head, "What in god's name just…"

She trailed off as her eyes opened and she suddenly noticed her hand. It was much larger than she remembered it.

"What the-?!" Clara asked, shocked as she looked down to her body in horror.

Clara's once-god-like-body that was toned with muscles on almost every inch of herself had somehow vanished replaced with the weight of that of a sumo wrestler.

"Ohmigod!" Clara declared, "How am I going to explain this to Peter?!"

With that, she heard a knock on the door, as her heart froze when she heard a voice from the other side.

"Clara?" The voice asked, "It's me; Peter!"

"Uh…" Clara said, running around the room trying to find something that would help her, "Peter! Now's not the best time!"

"Clara?" Peter asked, knocking again, "I really have to talk to you about something!"

With that, she her eyes locked on the doorknob as it started to turn….

…and then swung open revealing a site that made Clara scream in horror. Peter was standing there, dressed in his Spider-Man costume with six additional human arms coming out from both sides of his chest, but the most disturbing feature was that Peter's head was replaced with that of a giant Spider's.

"PETER!" Clara exclaimed, "What in god's name happened to you?"

"What are you talking about, Clara?" Peter asked, moving towards her as Clara tried to fly, but found that she couldn't due to her enormous sudden weight gain, "It's me, Peter. What's wrong with you?"

He suddenly had her cornered with his arms blocking her from moving left or right, as his enormous drooling spider-head came in almost as if it was going to bite her head off.

Clara screamed again, and that's when she head a strange sound. It was like the sound of a tire de-flatting. Looking at her side, Clara saw that she was back to her normal weight again, and therefore could fly. Wasting no time, Clara smashed through the building, and rocketed up into the sky.

Once she had reached the stratosphere, Clara suddenly noticed that she was now wearing her Superwoman costume even though she had not put it on before leaving the college or falling asleep.

"Ah, my fair 'Maiden of Might.'" A familiar voice cried out, "How do you do?"

Clara turned to see a figure she had not seen in a while as he approached her in strides above the clouds as if there was an invisible floor beneath him.

"Loki." Superwoman declared.

"Of course, Superwoman." Loki laughed, "Who else but I could create this? Am I not the God of Mischief?"

"This is beyond your power, Loki." Superwoman declared, "Even if you had shown up there, I would've sensed you."

"Ah, that is true!" Loki pointed out, "Indeed the presence of that in your quarters was not my doing, but rather…shall we say; a new associate of mine. He created a false illusion that lead your eyes to believe that which he wanted you to see. I merely prepared your costume for you."

"Why?" Superwoman demanded.

"To take you to him." Loki sneered, as he outstretched his hands, and suddenly red-glowing energy tendrils appeared from there.

The tendrils wrapped themselves around Superwoman, as she found herself suddenly unable to move.

"What…" Superwoman asked, "What have you done, Loki?"

"This is an enchantment laced with a substance my ally told me would make you no more powerful than the humans you protect. Truth be told, my dear, an infant could conjure up a better spell, but alas, my ally preferred this one as we plan to meet him all in one piece."

With that, Loki waved his hand and a purple portal opened up, gesturing to the struggling superheroine's form, the tendrils suddenly began moving as The Woman of Steel was suddenly whisked away through the portal before Loki stepped through as well and the portal closed behind them.

….

_**Meanwhile, Back at ESU… **_

Bellow on the ground, Peter looked up at where Clara had rocketed up from. He had no idea what had happened to her, but for some reason, she had said something was wrong with him, and took off without any explanation.

Sensing something was truly wrong, Peter rushed to the nearest place he could change into Spider-Man from, and was on his way to seek some help from some professionals who knew matters like these best.

….

_**Later, At The Sanctum Sanctorum…**_

Spider-Man now found himself in the company of Doctor Steven Strange, The Sorcerer Supreme of this universe. He had arrived about a few minutes ago to be greeted by Strange's manservant, Wong, and was lead to Strange, whom he then explained his situation to.

Currently, Steven was doing some incantations while sitting in the air pretzel-legged, doing something that Peter's mind could barely comprehend.

It was at that moment, that Strange's eyes snapped open, and he descended, landing on his feet before touching the ground.

"Well?" Spider-Man asked concerned.

"I have located her." Strange told the webhead, who sighed with relief.

"Where is she?" He asked, concerned.

"Unfortunately, that is the problem, Spider-Man;" Strange told him, "She appears to have been transported off this plane of reality to another, somewhere within a sort-of construct aligned around this universe."

"How in the name of Galactus did she end up there?" Spider-Man asked.

"It seems that Loki has teamed-up with some sort of new ally." Strange explained, "They seem to have made an alliance of some kind, and I can barely begin to imagine what they are going to do to her."

"Then let's get over there, get her out, and…"

"Alas," Strange sighed, "I have duties elsewhere. Therefore, I will have to contact Thor through astral projection, and try to find someone to accompany him to take care of these two. As for you; this is beyond your comprehension, Spider-Man. Go home, and I promise Superwoman will be returned…"

"No way, Doc." Peter declared, "I can't sit by if Loki and whoever he's teamed-up with are going to do something to her. I have a responsibility to her, and I'm keeping it. Okay?"

Strange looked at him concerned, but could see the young Web-Slinger seemed to be talking in a way that nothing could convince him to leave otherwise. Stephen admitted that in all the time he knew Spider-Man, one of the most remarkable things about him was his dedication to finishing something no matter what the cost.

The Sorcerer Supreme sighed, and looked at him seriously.

"Then you are willing to face that which it seems even Superwoman can't fight against? Magic?"

"I'll be fine as long as I have back-up." Peter told him.

"So be it." Strange said, preparing to meditate once again, "Then wait here as I gather our allies, Spider-Man. Thor will be our first, but the second must be a god matching his equal power. Or thereof."

And with that, Strange went back into his meditation, leaving Spider-Man to wait in a chair, praying that they'd find their allies in time.

….

_**Somewhere else, in a pocket universe between the barriers of the multiverse….**_

Superwoman groaned as she suddenly regained her consciousness. Looking up, she found that she was in a mysterious area with nothing in it whatsoever. Everything was white, and it seemed like she was floating, even though she wasn't using her flight as she recalled.

Getting up, she saw Loki, crouched in mid-air, sipping from a goblet. Having noticed, her regaining her strength, Loki waved to her.

"And so Midgard's so-called 'Mightiest Heroine,' awakens. " He mused at her, "You may play at being a goddess where you come from woman, but here, you are nothing."

"We'll see." Superwoman declared, rushing at him.

Somehow, she found that she was still able to fly, which must've meant that there was a sun nearby, or at best, there was a simulation of one going on. The Daughter of another world's Doomed Planet wondered why Loki would do this, but as she prepared to make contact with him, something happened.

As soon as her hand reached out, a sudden jolt came between Loki and her, and the Woman of Might suddenly found her hand stuck in some kind of sticky-substance.

It was then that Superwoman saw what had happened. Her fist had been intercepted by a giant cake. One that seemed to be vanilla-flavored with pink frosting around it. But Superwoman's eyes were drawn to the top which featured a wedding cake couple figure on the top. One which was made to look like her and a short-middle-aged man with grey white hair wearing a purple-and-orange suit with a purple derby hat on.

"You like it?" A new voice asked.

Superwoman spun around to see the impish-character from the top, standing before her.

"Who are you?" Superwoman demanded.

"Oh, goodness; where are my manners, my dear?" He asked, taking a courteous bow, "My name's Mr. Mxyzptlk! So glad to finally meet you in person!"

"You know me?!" Superwoman asked amazed.

"I've heard of you." Mxyzptlk corrected, "Although I do know the costume somewhere. Oh yeah. A guy I know back where I'm from had one just like that. Except he was a guy, of course."

"So wait!" Superwoman realized, "Then…you're from that same universe as Metallo is!"

"There you go!" The imp exclaimed, clapping his hands, "You got it."

"What do you want with me?!" Superwoman demanded, grabbing him with one hand, and pulling back her fist with another, "Take me back now, or I'll..."

"Uh-uh-uh!" Mxyzptlk corrected, waving his finger at her, as she suddenly found her clenched fist holding a bouquet of flowers, "Temper my dear. You see…I was sent here by the same person who ordered Metallo through. He's got a bunch more ready for the destruction of this world and you. But I managed to convince him to send ME there instead. You see; you're a pretty face who doesn't deserve to die. Therefore…"

He snapped his fingers as Superwoman suddenly found herself wearing a bridal gown version of her costume.

"I'm going to have you marry me!"

….

_**Somewhere in San Francisco…**_

Vicki Starr walked down the streets of San Francisco, her rosy-red-hair swaying in the sun. She tried to walk unnoticed by anyone; hoping to get back to her apartment, but suddenly came across an unpleasant sight.

Out of the corner of her eye, she saw two teenagers, a boy and a girl, arguing. Listening closely, he found that a boy was leaving the girl, because he didn't feel any emotional love for her as he did in the past. The girl was heartbroken, and begging him not to leave her. In most cases, any ordinary man or woman would've just let it be.

But Vicki Starr was not like any other man or woman.

Vicki sighed and whispered a song softly, that somehow managed to reach the ears of the two teenagers. Suddenly, just before the boyfriend could leave, he stopped and froze at the song. The girl as also frozen, as if the two were in some sort-of trance. Vicki finished up the song as she watched the boy go back to the girl and apologize declaring that he now saw the beauty in her. The girl forgave him and the two embraced, as Vicki began walking faster back to her hotel, trying not to be seen by anyone.

Vicki Starr was not the woman's actual name. It was one that a…being like her used long ago that this woman adopted.

For Vicki was no ordinary woman, but rather, she was the living embodiment of Venus, the Greek Goddess of Love here on Earth to discover more of its people.

Venus had come to Earth from Olympus long ago when she was fascinated by the mortals that lived there. In the years she had come, Venus had seen much and at one point had joined a super-hero team during the 1950's that were secretly the first team to be made since The Invaders in World War II. Sadly, after their first mission saving then-President Eisenhower, they were told personally by The President that the world was not ready for their kind yet, and so the team disbanded.

Venus did not know where her other teammates were, but even with the coming of new so-called 'Superheroes' like the ones called 'Daredevil' or the team of mutants called 'The X-Men,' Venus was still unsure of returning to life as a 'crime fighter.' She only moved to San Francisco under this guise to get away from the troubles, but it seemed like she couldn't let go of the power she gave to people; Love.

She was after all, the goddess of love, and therefore, it made her who she was, but it was at times like this she wasn't so sure about using it anymore.

Finally, Venus reached her apartment building and went inside, returning to her room, and sitting on the couch. As she was about to close her eyes, a voice suddenly awakened her.

"Venus!"

Her eyes shot open, as she saw what could only be described as a man in his mid-twenties that was completely light-blue and transparent, as if he were a ghost. Venus knew imminently that he was a sorcerer as the only explanation was that he was communicating to her through astral projection which she recognized instantly.

"Venus, Goddess of Love;" The man said, "My name is Doctor Stephen Strange, Master of the Mystic Arts, and Sorcerer Supreme of this reality! I have come to you in this time of need because I need your help."

"Please…" Venus begged, waving her hand, "I'm not part of the 'super hero community.'"

"I have already acquired the help of Thor, who your relative, Hercules, has encountered on more than one occasion." Strange explained to her, "However, Hercules is not answering my requests, nor are any other gods. I came to you because you were the only one I sensed living here on Earth."

"I'm sorry," Venus apologized, "But I am no longer a hero. I did what I did when I first came here because I thought it could potentially make a difference. Then…something happened and I am not sure how I could be of any help any more."

Strange thought for a moment. He could not help Spider-Man and Thor since he had to attend to his own team; The Defenders, so he had to come up with an idea quickly. Suddenly, an idea struck his mind.

"What if nobody knew it was you?" Stephen asked.

Venus looked at him confused.

"I beg your pardon?" She questioned.

"What if you created an alternate persona just this once." Strange suggested, "After that, you would never have to use it again if you didn't want to."

Venus thought about it, but still had one last question.

"What is it you need me for?" Venus asked him.

"Superwoman has been captured by two powerful entities," Strange told her, "One is Loki; Thor's adopted brother, and the other is….well, he's someone who did not originally come from here from the look of it. If what legends say about you is true, then you can help us expose and use his own weakness against him. Please, Venus. Superwoman needs your help for this."

Venus weighed her options, but eventually she sighed in defeat.

"Very well, Sorcerer;" She told him, "I will help out. But first allow me to create my own persona for this, and then I will join you where you wish."

"Very well." Strange told her, "When you are ready, meet me in my home; The Sanctum Sanctorum. It is a house in Greenwich Village, New York. Arrive to me when you are ready."

With that, Strange disappeared leaving Venus alone. After a minute of taking in what she was about to do, she got up and got out a sewing kit. She had remembered how once Queen Hippolyta had once had the idea of a world made for women to train and grow without any men that was never fully realized. She had spoken of the idea of what these 'Superior Women' could look like.

Myth began to draw from an idea as a new hero was about to be born.

…

_**Meanwhile, in Mxyzptlk's Pocket Universe…**_

"What in god's name do you get from marrying me?!" Superwoman asked.

"Well, for one thing," Mxyzptlk answered, "You get to live. Second; under my protection, I'll make it so that you care nothing about your friends on this world."

"I didn't hear where Loki fits into this." Superwoman pointed out.

"Yes." The Norse God of Mischief acknowledged, "You see, I agreed in a deal with Mxyzptlk that I shall be the one to wed you, under the conditions that if I need you for anything, the good man has given me permission to use you as a weapon against my foes. Therefore, I will eventually use you to destroy my step-father, Odin, and help me conquer Asgard."

Superwoman looked at Loki and then at Mr. Mxyzptlk, the last of whom, she suddenly looked at angrily.

"I'll never marry you." She told him, "Never."

"Oh, I think you will." Mxyzptlk laughed, snapping his fingers, "After you've seen who I've invited…"

Superwoman turned around and gasped in shock. Floating there now was the man she had seen from Metallo's memories who wore the same uniform she had. Floating next to her was a man with a red-and-white jumpsuit that featured a yellow circle in the center of his costume, and there was a woman with a skirt-styled costume of the one the man was wearing.

"Of course, you're already familiar with Kal-El, your cousin." Mr. Mxyzptlk taunted, "But I take it that you've never actually met your mother and father in person, either."

Superwoman was amazed. Mr. Mxyzptlk seemed to be capable of anything whatsoever.

Unfortunately, it was at that second that the three suddenly floated forward and tackled her. Quickly working, they restrained her, as Mr. Mxyzptlk stood to the right of her, as Loki approached with his goblet. Snapping his fingers, the wine in the goblet started glowing a light-bluish color, as he now stood over the Maiden of Might.

"This will make you more…susceptible to our suggestions." Loki told her, "Once you have this."

"I'll never drink that." Superwoman spat at the both of them.

"Oh, yes you will, my sweet!" Mr. Mxyzptlk laughed.

With a snap of his fingers, a clothespin suddenly appeared on Superwoman's nose as she was trying to hold her breath. She noted with horror that the clothespin was glowing green, and that meant one thing.

Trying to ignore the agonizing pain, and the lack of oxygen, Superwoman held her teeth together, but eventually, she ran short of air and gasped out, giving Loki the opportunity to pour the liquid down her throat. The Norse God of Mischief made sure Superwoman had consumed the entire thing before the two kidnappers relinquished her, and the clothespin vanished. The Woman of Steel gasped and coughed loudly, fear and an almost drowsy feeling overtaking her.

"Well, my dear?" Mxyzptlk asked, "Do you wish to marry me now? I have the feeling you do."

Superwoman looked up at Mxyzptlk with tired eyes, and nodded in a hazed state.

"Yes." She agreed, "I do."

….

_**The Sanctum Sanctorum…**_

In the headquarters of Stephen Strange and his team of The Defenders, there stood Strange and The Mighty Thor who both watched as Spider-Man paced back and forth, nervously.

"This is taking forever!" He complained, "Where's the other ally, Strange?!"

Strange was about to say something, when out of nowhere, there was a bright shining light, and a presence in the room that seemed to make everyone feel almost like they were in harmony. As if it was tangible and something they could reach out and grab, forgetting about all the problems they were facing at the moment.

The feeling, however, faded along with the light, and everyone could see the new arrival. It was a woman with rose-red hair, wearing a swimsuit that had a blue bottom part with white stars on there, while the rest of the upper-half was completely red. The woman also wore a white robe over her costume that also seemed to work as a cape of some-sort. This had been an idea a goddess had had once, now brought back to life in some new form through a quirk of fate.

"Who are you?!" Spider-Man asked.

The woman looked at him seriously.

"I am a new god now." She proclaimed, "You may simply call me; Wonder Woman."

_**So there, you go; folks! Venus is now Wonder Woman, and the group is now ready to save Kara. Can they do it?! Check in next time to find out. By the way, Venus's line here is a reference to**_ **The Agents of Atlas** _**series, which I haven't read, but even though this isn't related, you should try to find the **_**Marvel 'What If Classics' Trade Paperback** _**that features the**_ **'What If The Avengers Had Been Formed in the 1950's'** _**story. It's really awesome. Anyway, as always, until next time, Reviews are appreciated!**_


	7. Three Gods, Two Goddeses, One Man Part 2

**Hi guys, BrenRome here. Sorry this took a while for me to get up, but I've been busy with college and all. Also, after watching TGWTG's To Boldly Flee Year Four anniversary, I had to pause to say goodbye to the internet show that was The Nostalgia Critic. While I am much more of an AVGN fan, The Critic was a big part in my life as well as my online review show (which will be back up pretty soon.) So to see him retire now is really a time when a needed a minute or two to recover from. Even though Doug Walker has stated he'll do another series, I'll never forget the Critic. Just as long as they don't replace him with anything by Matt Greoning, that'll be all right. But I digest. Anyway, hope you enjoy this chapter, and as always, I own NOTHING. This is for fan-purposes only, so please don't sue! Other than that, enjoy!**

_'Three Gods, Two Goddeses, One Man' Part 2_

_**Dr. Strange's Sanctum Sanctorum…**_

The three men in the room looked with awe at the woman who now stood before them for a full minute before Thor cleared his throat to speak.

"Madame," Thor questioned, "Of what Pantheons do you hail from? It occurs that you are not mentioned in any."

"I cannot tell you my true heritage," Wonder Woman told the God of Thunder, "But I will say that as of now, I'm making my own."

"And there is no time to explain either way," Strange told them, as he waved his hands in the air and a portal opened before them, "If you are to retrieve Superwoman, it is to be now! Go through that portal and be prepared for what comes next. Should you succeed, call for me and I will retrieve you!"

"Then let's do it!" Spider-Man declared, swinging into the portal as Thor and Wonder Woman followed behind him.

Once they were all through, the portal shut behind them completely.

….

_**Mxyzptlk's Pocket Universe…**_

Kara felt literally like she was almost dream walking in a nightmare. It would be appropriate since a nightmare is what this felt like.

She was being forcibly married to a so-called 'Fifth Dimensional Imp' that would result in her being his bride and in the service of Loki for whatever needs he saw fit. She knew one of those would be definitely helping him conquer Asgard for sure.

Yet this dream also seemed to have wonders to it, admittedly. For one thing, she was now able to be in the presence of her parents and relative (or at least constructs of them,) from her original universe. She could not, however decide for herself what needed to be done. Only the tiniest remembrance of … someone important that she could not quite remember remained, but Mxyzptlk would surely snuff that flame out once they were done here.

As she approached the podium where Loki stood in front of, The Norse God of Mischief smiled at the so-called Superwoman who was now helpless before their potion. The potion would of course, wear-off if there was something powerful enough to snap her out of it, but thankfully, there was nobody around, so they had pretty much everything they needed.

"Dear immortals," Loki began, "We have come to bear marriage to these two. If anyone has any reason why they should not share their bonds…"

At that moment, there was a loud 'Crash!' from behind, and the three turned around to see the sights of Thor, Spider-Man, and a new heroine that they had not seen before.

Kara looked at the man dressed in the weird spider-like costume, confused. She felt as though she should know him from somewhere, but from where exactly, she could not place her finger. Yet she could still due nothing due to the effects of the potion, and instead could only stare as the confrontation unfolded before her.

"I can think of many reasons why these two should not be married." Spider-Man shot back, praying that Clara was alright.

Thor stepped forward and pointed his index finger at Loki.

"Brother!" Thor declared, "Thy foul villainy will end here! Release thine hold on my fellow Avenger or you and your new ally shall face the might of Thor! And bear this in mind, God of Mischief, like you, I am not alone."

"Whose Goldilocks, here?" Mxyzptlk asked, "And who are his friends?"

"That blonde-haired dolt who would do battle with us is my half-brother, Thor." Loki sneered, before observing his allies with amusement and interest, "The one in the full-garbed costume is a mortal…but the woman…I do not know. I don't believe we have ever met!"

"I am a new god." Wonder Woman declared, stepping next to Thor, "I am of my own race. I am Wonder Woman. I will warn you now, I can and will help defeat you!"

"You're welcome to try, lady!" Mxyzptlk declared.

"Then have at thee!" Thor declared, throwing his hammer at the imp.

However, seconds before it made impact, Loki appeared in front of his ally and blocked it with his magic, sending it back at Thor who caught it on the rebound.

"Shall we take this outside, brother?" Loki asked, with a smirk.

"As you wish!" Thor agreed.

The two flew out through one of the stained glass windows, leaving the two heroes not controlled staring at the newest villain arrival.

"So I guess it's just you two and me then." Mxyzptlk assumed.

"Not quite!" Wonder Woman smirked, singing her siren song silently. * (*I do love alliterations. Thanks for that line, Linkara!)

Mxyzptlk looked at her confused but then turned when he felt someone tap him on the shoulder. Turning around, he saw Wonder Woman already standing there, before she punched him in the face.

As she got to work on her hypnotic construct illusions, she turned to Spider-Man seriously.

"Try to wake her up!" Wonder Woman told him, "I'll try to keep him off you!"

Peter did as he was told and swung over to Kara. Looking at her, Peter was quick to note how she looked like she was in a complete trance. Surmising that it might be some magic that Loki and his new friend cooked up, the web-swinger grabbed Kara and started shaking her.

"Superwoman!" Spider-Man declared, "It's me! Spider-Man…remember?!"

Kara looked at him as some pieces began to form in her head.

"You…" Kara said, softly, "I know you, don't I?"

"Kara." Peter whispered, "It's me…Peter."

Meanwhile, Wonder Woman continued to try and use her illusions to weaken Mxyzptlk, but was suddenly taken off-balance when a metal clamp flew out from the constructs she was making and sealed itself over her mouth. Wonder Woman tried to remove it, but found that she could not do so.

"Ah," Mxyzptlk said, getting back up, and dusting himself off, "That's better!"

He turned and looked in shock as he saw the kid in the spider-costume standing in front of his soon-to-be bride.

"Oh, no you don't!" He declared, sending a ray of energy at Spider-Man.

Spider-Man's spider-sense suddenly went off, but he was too late as the ray struck him before he could move. He screamed in pain as the effects began to grow, and then something went off in Kara's head.

"Peter!" Kara declared.

Before she could do something, a large flash and puff of smoke concealed her view from him, forcing her to look away. When she turned back, she gasped in shock.

Where Peter Parker once stood, there was now a short monkey wearing his costume. The monkey that was once Peter looked around confused. The world seemed bigger and he suddenly felt really stupid. He didn't know where he was or what he was supposed to be doing now.

"Bad Monkey!" Mxyzptlk scolded, slapping Peter's head, and causing him to wimper in pain, "You broke her concentration! Bad, bad monkey!"

He then turned back to Superwoman who without any warnings, punched Mxyzptlk in the face, sending him back over to Wonder Woman.

At that moment, Wonder Woman had regained enough consciousness to act, and so she instantly worked her magic siren voice, catching Mxyzptlk in a trance.

"Now then," She demanded, "Tell us how to stop you."

Mxyzptlk tried to resist, but Wonder Woman's powers ultimately proved superior to his own as he blurted out the truth.

"Alright!" He declared, "If you want me to put everything back to normal, you gotta make me say my name backwards!"

Superwoman approached the imp, looking not so happy at all.

"And would you be kind enough to say it?" She asked, threateningly.

Mxyzptlk gulped and once again was forced to obey.

"Kltpzyxm!" He said.

And as soon as those words were spoken, he disappeared in a puff of smoke.

…...

_**Meanwhile…**_

Above the chapel, Loki and Thor were continuing their fight, when all of a sudden, the two Asgardians noticed something.

Loki looked at his arm with shock and horror as it had suddenly become transparent.

"What?!" He asked, as the transparentness continued to spread around his whole body, "Mxyzptlk! What's happening?!"

But there was no response. Within a full minute, Loki was completely transparent, and then he vanished into thin air.

….

Back below, Kara looked in amazement as her boyfriend reverted back from an ape to a human again in a spectrum of rainbow lights. Within a second, Peter was normal again, as he looked around confused.

"Peter!" Superwoman declared, as she ran over to him.

Peter barely had enough time to think before Kara's lips quickly connected with his own, and the two began to kiss passionately.

Then a new voice interrupted them.

"Kara." A new voice called.

Kara pulled away from Peter to see the construct of her relative was beginning to fade away too.

"Kara…" He said, "There isn't much time, so I'll be quick. I'm not your cousin, but I have most of his memories. I think if he could see you today. He'd be very, very proud of you. Keep living the life you have as a hero. Give this world their Superwoman every day. And never hold any regrets."

Kara nodded, and smiled as did the construct of her cousin before he completely vanished before them.

At that moment, though, the whole room began to shake as Thor re-entered the building.

"Loki has vanished!" Thor declared, as the group looked around as the earth they were standing on shook violently, "What's happening to this realm?"

"I guess since Mxyzptlk isn't here, anymore, that means that this whole universe is going back to the way it was!" Superwoman suggested, "Back to nothing!"

"Then that's our cue to go!" Spider-Man said, looking to the heavens, "Strange! It's time!"

With that, a bright flash engulfed them and then this pocket world was no more.

….

_**Dr. Strange's Sanctum Sanctorum…**_

And with that, the group suddenly found themselves back in the Sanctum Sanctorum with Strange standing before them.

"Well done." Strange congratulated, "That was quite a fortuitous battle that you won."

"Yeah." Spider-Man said, turning to Thor, "Thanks again, Thor."

"Likewise, t'was an amusement to partner with you, Spider-Man." Thor nodded.

With that, The God of Thunder was off, as the group turned to the newest Goddess of their world.

"So what are you going to do, now?" Superwoman asked Wonder Woman.

"I do not know yet." Wonder Woman answered, honestly, "I thought that I could wait till my time was right to work amongst heroes like you again. But now…now I am not sure."

She paused for a minute before speaking again.

"I suppose since I have appeared earlier than I should have, I will make the most of it. I once heard an idea of an island where women could train themselves to be better and stronger, almost as strong as you, perhaps, Superwoman. I guess I will go to find an island of such and make that idea into a reality, so that women may be able to fight for themselves one day."

"Sounds fun." Superwoman said.

"However," Wonder Woman smiled, "Since you are unique, if you ever need my help, call me and I will be there to assist you. Until then, farewell."

With that, Wonder Woman walked out the door, leaving the others in silence.

…

_**The Next Day, Empire State University…**_

"You mean to tell me that guy turned me into a monkey?!" Peter asked, completely dumbfounded of Clara's telling of the events yesterday.

"It could've been worse," Clara joked, "You could've been turned into a pig."

"Like that'll ever happen." Peter groaned, before looking at her a bit more seriously, "So you're okay, all things considered?"

"Yeah." Clara nodded, "Who knows, I keep beating these guys, maybe they'll eventually give up on me."

They sat behind their tree before Peter thought of something and turned to Kara.

"Hey, what do you think Wonder Woman's doing now?"

"Who knows?" Clara shrugged, "But I hope that whole 'Island of Superior Women,' thing she was talking about is going well."

…

_**One Month Later, At the top of Mount Everest…**_

Wonder Woman smiled as she overlooked her students. It had taken two whole weeks to build this place, and an additional week to find students willing to better themselves. She had contacted Marvel Boy for help building, and he gladly agreed as a 'debt to an old friend.' Now, after searching the world to find the right women, Venus, now a goddess of her own destiny, stood proudly as she watched her women training. All the females were dressed in the same toga gear running obstacle courses that would prove to be their endurance.

"Queen Wonder Woman." A voice called.

Wonder Woman turned around to see a young woman standing before her. She was an African American teenager with long white hair and light brown eyes. The student bowed courteously as did Wonder Woman.

"Tell me, Ororo." Wonder Woman said, as they both stood tall facing each other again, "Have you completed the tasks?"

"Yes, mistress." Ororo nodded.

"Good." Wonder Woman said, "Then follow me."

As the two walked inside the building carved into the mountain, they traveled down a long hallway. There were many different branches of the hallway that led to places such as the women's sleeping quarters, dining halls, and bathing rooms. But Wonder Woman led Ororo down a different pathway. One Ororo had never been down before.

"You have grown much since I first met you, Ororo." Wonder Woman acknowledged as they were lead down a flight of stairs, "And in such short time, too. When I first met you, you were but a thief in Cairo. Now, after tutorage from me, you have grown so much stronger and skilled."

Finally, they came to a slab that was closed with seemingly no way to open it.

"My goal here, as you know, is to make women like you into superior, stronger beings like myself. I think your time for that has come."

With that, Wonder Woman sang her siren song, as the slab suddenly opened, revealing a costume inside. Ororo saw the costume was a full-red body swimsuit that had spaghetti straps, but the bottom was like a swimsuit with no opening for the feet. On the both the left and right sides of the costume were a series of white stars, and there was also what appeared to be a golden lasso on there.

"You have passed the tests, Ororo," Wonder Woman smiled, "From now on, you will be given this costume and a new persona to symbolize your growth into a superior woman. You will now be known as Donna Troy, Wonder Girl."

…

_**Epilogue, In another reality…**_

"The imp has failed." One figure said, in the shadows of an unknown location.

"Of course he had." Another figure replied, "I knew he would fail from the moment he told us his plans."

"What can we do now?"

"We can't risk another attack without her deciding to take the fight to us." The second figure replied, "In my battles with her cousin, I've learned that if you keep attacking, they'll just keep coming back again and again."

The two stood in the shadows for a minute before the first figure spoke again.

"Very well," He nodded, "We will hold off on our attacks. For now anyways. Perhaps if we do, she might perish by one of the villians of her world."

"I hope so." The second figure said.

_**DUN-DUN-DUUUUUNNNNN! So there, you go, folks! Kara has gained another new ally, Storm is the new Donna Troy, and our shadowy figures have revealed themselves (at least in a shadowy cameo that works unlike that piece of trash that is The Amazing Spider-Man. In the words of It'sJustSomeRandomGuy; "What kind of post-credits scene was that?!")! So what now? Well, next chapter, Kara will NOT be facing another foe from her original universe, but rather be taking part in what I consider to be one of my top favorite Spider-Man stories of all time. Until next time, stay tuned!**_


	8. The Turning Point

_**Hi, guys. This time around in the Marvelous Superwoman, we're taking time off from Kara fighting villians from her original dimension, and instead, seeing what things would be like if she had been involved in what is one of my all-time favorite Spider-Man stories. As always, I own NOTHING. This is for fan-purposes only, so please DON'T SUE! Other than that, enjoy!**_

'_The Turning Point'_

Superwoman watched from far above at the home of Harry Osborn and his father, Norman. Inside, Harry was lying in bed looking horrible. Next to him was Harry's Doctor, Gwen, and Mary Jane-Watson, whom Clara and Peter were plutonic friends with.

Using her super-hearing, Clara listened into what the people surrounding Harry were talking about.

"Has he been taking drugs again, doctor?" Gwen asked, fearfully.

"I'm afraid so, Miss Stacy." The doctor said, remorsefully, "Specifically, he's been taking what you and Miss Watson know as LSD. I've given him a tranquilizer to offset the effects of the drug. Maybe if Harry weren't so depressed when he took it, it wouldn't be this bad. Unfortunately, it's more than likely he'll gain schizophrenia as a result of this."

Clara sighed as she landed quietly behind the roof's staircases leading into the house and quickly changed back into her civilian identity. Peter was up in Montreal getting an article about the Hulk and told her he'd be back soon. Clara wanted to go with him, but soon realized that Harry would need somebody back home to look after him. It was irony that when Harry needed help the most, she had been dismantling a Skrull secret attack that they claimed was in retaliation to an uninvited visit to their home planet by Earth's greatest minds. But even though she had stopped a potential threat that would've most likely created distrust amongst heroes in the future, Clara had failed to be there for one of her friends, and now they were paying the price for it.

As Clara walked down to Harry's room, she looked around to make sure no one was there. Even though she was good friends with Harry, she knew that Norman Osborn was still distrustful of her, Peter, Gwen, and MJ, so she wanted to play it safe. However, as she reached for the handle, she suddenly felt someone grab her arm.

"Just a minute, young lady- -" She heard an all-too-familiar voice say.

Turning around, Clara was shocked to find Norman Osborn, standing over her with a face full of anger that looked like he could explode any minute.

"—I TOLD you and your friends NEVER to go near my son!" Norman screamed, "Do you hear me?!"

"Mr. Osborn!" Clara said, faking being surprised by his sudden appearance, "Look, Mr. Osborn- - I'm not here to hurt anyone. I just came to check on Harry, and see if he's all right, that's all. I'll go if you want me to…"

"You'd better believe I want you to go, Jones!" Norman declared, grabbing Clara's shoulders with both hands, "I don't want to see YOU or your boyfriend's faces ever again! It's your fault that Harry's ill! It's both of your faults that all these terrible things have been happening recently! YOUR FAULTS! YOUR FAULT!"

And as Norman continued to scream at her, Clara was haunted by her last encounter with Norman's deranged alter-ego; The Green Goblin. The wicked being that had come as a result of Norman's failure of experimenting with a formula made by his long-deceased business partner, Mendel Stromm, which damaged Norman's psyche and drove him mad. Obsessing over Spider-Man, he eventually learned his identity, and kidnapped him, almost killing him had it not been for Clara's quick arrival as Superwoman.

Once again, she felt shame as during the time Peter was kidnapped, Clara was accompanying The Avengers on a mission to the past witness Captain America's last battle alongside Bucky Barnes to help The Star-Spangled-Avenger figure out if Bucky was truly dead or not.

Quickly focusing on what was going on in the here-and-now, Clara quickly turned to see Gwen and Mary Jane exiting the room and decided to focus on them so as to try and help take Norman's concentration off of her. After all, Norman had his memory of being the Goblin wiped clean in his last confrontation with Spider-Man and Superwoman, but he had almost resurfaced twice before in the recent-past.

"Oh!" Clara exclaimed, looking at her two friends as they approached her, "Gwen! Mary Jane! What a surprise! I didn't expect to see you here!"

"Miss Stacy," Norman declared, motioning to the stairs as he stood behind the doorway to Harry's room, "You and your 'friends' are no longer wanted in this house. We can do quite well without your so-called help. Now, you know the way out…"

With that, he slammed the door as the others heard him finish his sentence with the words "So go…AT ONCE."

Taking Osborn's advice, Clara led Gwen and Mary Jane out of the building.

"Clara;" Gwen asked, "Why would Mr. Osborn be like that to us? We were…we were only trying to make things easier for him."

"I don't know, Gwen," Clara answered, honestly, "Some people just hate do-gooders. What can I tell you?"

As they reached the outside, Clara heard a familiar voice calling from far away.

_'Calling Superwoman; This is Captain America calling Superwoman! Do you copy? You are requested at Avengers Mansion now!'_

Clara sighed, as she looked regrettably at her two friends.

"Sorry, girls…" Clara apologized, "But I just remembered…I've got an important meeting somewhere. Why don't we meet back up at the dorms, okay?"

"Sure, Clara." Gwen nodded, but Clara could tell she looked disappointed by this.

Putting on her best assuring smile, Clara ran away, out of sight, before ducking into an alleyway to change clothes. As she changed into her Superwoman costume, she realized that although there had been no further signs of the villains attack from her original universe, she already had enough of her hands full with being a super heroine to this world. She had taken what the construct of her cousin told her to do by bettering herself as Superwoman, and better herself every day. But with her other obligations as both Superwoman on her own and as a member of the Avengers, it seemed as if she was hurting people close to her than she was doing good for them. She hadn't hurt Peter at all, but Gwen held some despise towards Spider-Man and all because the two couldn't save Gwen's Dad when he had saved the life of a kid who was going to be crushed by falling debris. At the moment when George Stacey needed someone like Superwoman the most, she was once again far away in a whole other time period with The Avengers, helping them to fight off Kang the Conquer in the 31st Century. Only when they returned to the present did Clara learn what had happened too late, and could only be there with Peter to hear George's last words.

….

_**The Past…**_

_Superwoman and Spider-Man kneeled before the dying Police Captain of New York. He was bruised and was breathing his last breaths, as Superwoman could hear his heartbeat fading._

"_Listen…" He said, weakly, "After I'm gone…nobody will be able…to look after Gwen."_

_He coughed a bit of blood from his mouth before continuing again._

"_There'll be no one…except you two…Peter…Clara…" He explained._

_The two super heroes froze as their full attention was on the dying police captain now. He had known. He had known all the time their true secret identities._

"_I know you two are a couple…" George said, as Superwoman could hear his heartbeat finally beginning to give in to his injuries, "But…she loves you two as the best friends she's ever…had. Be…good to her…"_

_And with that, George Stacey closed his eyes, as his heartbeat finally faded into nothingness._

…

_**Avengers Mansion, Now…**_

_Maybe that's the problem, then, _Superwoman thought to herself, _Maybe I do have limits after all. Maybe I just need to explain to The Avengers here and now what the problem is. I guess there must come a time where all good things must come to an end._

As she touched down behind the gates of Avengers Mansion, she entered the mansion to be greeted by Jarvis. After saying her hellos to him, she went to the meeting room, taking a deep breath before she opened the door. Walking inside, she was met with the current team roster of Captain America, Iron Man, Thor, Hawkeye, Wasp, Giant-Man, Scarlet Witch, Vision, and Quicksilver. All had their eyes on her as she closed the door behind her and approached them.

"All right," Captain America said, as they all took their seats around the meeting table, "Let's start this meeting. I've called this session to discuss our most powerful member here."

He looked at Superwoman seriously.

"Superwoman," He explained, "I will start off this meeting by saying that you know how much you appreciate all you've done for us. But there has to be an explanation for as to why you always leave almost immiently, or sometimes, in the middle of a battle. We deserve to know what's been going on with you lately. Especially in light of the recent attackers from what claim to be from your reality that you briefly brought up in our last session."

"This is ridiculous!" Iron Man declared, "This is Superwoman we're talking about! She's done more than enough to help not only us, but the entire world also! Not even that; she's made sure the entire EARTH has been protected by her!"

"Tony…" Superwoman told him, "It's okay. Really. I think I know where this is headed to, and I can speak for myself."

"Then tell us, Superwoman," Thor asked her, "What keeps thou occupied when you are not an Avenger?"

Superwoman took a breath and began to explain her problems of being an Avenger. The deaths it had caused, the conflicts, all the consequences from being an Avenger and a Solo hero, she told them everything without giving away any of her identity. It was still an important secret after all. A privacy that deserved the respect of The Avengers despite the situation they were now in with her. Although she could tell that unless she resolved the problem, that wouldn't be the case any more.

"I see," Captain America said, rubbing his chin, "I guess this is why solo-heroes like Spider-Man or Daredevil wouldn't make proper Avengers."

"But that brings us to our point, Superwoman." Hank Pym said, as The Avengers looked her in the eye, "Superwoman; if you want out of The Avengers, then you may have it. But you have to tell us here or now; what is your answer?"

Superwoman was about to speak when her hearing kicked in again to a confrontation going on downtown that made her blood run icy cold with fear.

_'Spider-Man!'_ She heard the nasally-voice of The Green Goblin call out,_ 'Or should I say Mr. Parker? I have your friend Gwen Stacey up here! Do you understand what that means? No? Okay, I'll tell you. Your presence in the world has annoyed me long enough and brought me nothing but pain and misery! I want you to leave it PERMANETLY! Or else Gwen Stacey dies!'_

_No!_ Superwoman though.

This was not the time to do it, but something had to be done. Gwen was in trouble and from what she was hearing now with Peter's voice, it sounded like he had a cold going on. The two needed help now.

Now more than ever before, this was a job for Superwoman.

"I…" Superwoman said, quickly getting up, "I have to go! I'm sorry, but I'll explain when I get back!"

"Superwoman; wait!" Captain America declared.

But it was too late, within a second, The Woman of Steel had sped out of the building, leaving only a gush of wind that quickly died out.

_**Soon, en-route to The George Washington Bridge…**_

_Looks like I was right,_ Superwoman thought to herself, as she approached the bridge, _Norman chose the bridge named after his favorite President._

She used her telescope vision and saw something that made her gasp with terror. Peter had Gwen in his arms, but at that moment, the Goblin came up unexpectedly from behind him and knocked Gwen out of his arms, sending her to the water bellow, as he laughed manically.

"GWEN!" Peter and Superwoman screamed at the same time.

Putting her super-speed to the maximum limit, Superwoman flew faster than she ever had before, doing a nose-dive past Peter who was about to catch Gwen with a web-line, but stopped when he saw the familiar sight of a blue-and-red-streak.

Superwoman then got underneath Gwen, catching her safely before she could hit the water.

Pulling back up, she quickly handed her over to Peter before zooming straight at the man who was almost responsible for her roommate's death.

The Goblin looked at Superwoman with fear as she called out his name.

"OSBORN!" She screamed, as she collided with him.

Grabbing Osborn with a tackle in one hand, Superwoman took his glider with the other free one, and grasped it so hard, that it broke off. Throwing the useless-glider into the ocean bellow, Superwoman threw him into one of the tops of the Bridge, causing The Goblin to slam into there hard, as a crater was left in there.

Osborn groaned as he tried to get up, but soon found it was futile when a heavy boot pressed hard against his chest. Looking up, he saw the Woman of Steel looking not so pleased about this.

"You picked the wrong time to mess up my night, Osborn." She said, hate filled in her voice.

With that, she delivered a punch to Norman's face. Then another. And another. It was like something inside her had snapped. She would normally abhor this, but she was filled with the fear that another person could've died had it not been for her. Some part of her kept her punches reduced to not as hard as she could, but kept it at a point where Osborn would most certainly feel pain from this.

"YOU ALMOST KILLED HER, YOU MANIAC!" Superwoman screamed, delivering another hard blow, "YOU ALMOST KILLED GWEN! YOU PSYCHOTIC….LOWLIFE….TRASH!"

She looked over the Goblin's bloodied and beaten body. He was wheezing heavily, but she didn't care.

"And now…" Superwoman declared, "I'm going to finish you."

With that, she grasped Osborn's neck, as she began to squeeze the life from him. He gasped, as he felt himself dying, but Superwoman wasn't listening. In her present state, she told herself that Osborn would be too dangerous to be kept alive, and that this would be the only way to make sure he didn't harm anyone again.

She was almost through with Osborn when she heard a familiar voice calling.

"SUPERWOMAN!" Peter declared.

Superwoman suddenly stopped, as she looked at Osborn in shock, now realizing what she was doing.

"Oh…my god…" She said, softly, "What…what did I almost do?"

She looked at Osborn, who was still conscious, but barely.

"I…I could've killed him." She said to herself, "I…I would've become like him; a murderer!"

"What…" The Goblin wheezed, "What are you waiting for Superwoman? Finish it."

Superwoman considered her options, and finally, raised a fist up, and brought it down, punching Goblin with the strength needed to knock him out and not kill him.

"Not today, Goblin." She said, picking him up, "The nightmare's over."

With that, she flew back over to Peter, who webbed him up quickly, before pointing at Gwen.

Superwoman froze. Gwen seemed almost lifeless. As if…

"No…" Superwoman said as she heard the faint heartbeat of Gwen still going inside her, "She's not dead."

She turned to Peter, and looked at him seriously.

"We have to give her CPR!" She declared, "We gotta get her to a place where nobody will see us!"

"Why?!" Peter asked.

….

_**Later, at an abounded Oscorp Warehouse…**_

Peter and Clara had arrived shortly afterwards. Once Clara had laid down her plan to Peter, he looked at her in shock.

"What?!" He asked, amazed.

"You're going to have to give her mouth-to-mouth while I press her chest." Clara declared, "At the rate her heart's going, it's going to take someone to do both mouth to mouth and CPR simultaneously at the same time. Even if I did it at super-speed, I could accidentily end up doing it too fast and wind up killing her by mistake."

"Clara…" Peter said, looking at Gwen, "I'm not sure. I mean…the lips and all…"

"PETER!" Clara declared, gently smacking him to knock some sense into him, "I don't care about that right now. Right now, our friend is dying, and she could die if we don't help her! Do you want another death on your hands?!"

Peter looked at Clara seriously, and shook his head.

"No." He said, taking off his mask, "You're right."

"Then do as I say!" She told him, putting her hands over Gwen's heart, "Get ready to breath…NOW!"

Peter did so, desperately trying to breathe life back into his friend, taking a breath of air a second later, as Clara used this opportunity to press her hands down over Gwen's heart, before allowing Peter to continue the process again. It continued for minutes which seemed like eternity to them. They had promised George Stacey that they would not let his daughter die, and by all that was dear on this great earth, they would not fail him.

After ten minutes of repeating the process, Clara finally heard Gwen's heartbeat starting again, as she gasped for air quickly, and suddenly.

"Peter?" She asked, weakly, "Clara?"

The two smiled at each other, while Gwen was recovering.

"You did it." Clara smiled.

"No." Peter corrected, "We did it."

The two looked happily at each other before turning back to Gwen.

"It's okay, Gwen." Clara assured her, as Gwen's eyes started to flutter, "You're safe now."

"Clara…" Gwen asked, groggily, "What…"

She opened her eyes and froze with horror when she saw the sight before her.

"OH GOD!" She screamed, looking at Peter, "PETER…YOU'RE…YOU'RE SPIDER-MAN! AND CLARA…YOU'RE….SUPERWOMAN!"

The two froze realizing the possible futility of their actions. Gwen still blamed the two for her father's death, (at least she still blamed Spider-Man for it. Superwoman was considered to be someone who didn't help when she could've, but nonetheless, blamed the Woman of Steel too.) In the confusion and chaos of tonight, they had forgotten to disguise themselves before she woke up, and now had to convince her they were innocent otherwise.

"STAY AWAY, YOU MURDERERS!" She screamed.

"NO!" Peter declared, "Gwen! Just give us one chance! You can turn us over to Jamerson or whoever afterwards, but please! Hear us out first."

"Gwen…" Clara said, softly, "Please."

Gwen looked uncertain, but eventually, she decided she would let them have their word anyways.

She could always turn them over afterwards.

But as Peter and Kara began to recite the events that led to today, Gwen found that she could not resist shedding a tear over the tragedy the two had over the years. Of course, she herself was no stranger to tradgedy, but alas, she could eventually resist to shed a tear no longer when Clara told her of the fact that she had a relative in another dimension completely unaware of Clara's existence.

As the two finished their tale, they sat with Gwen in silence for a full minute, allowing everything to be taken in.

Finally, Gwen spoke.

"Peter? Clara?" She asked, "When my dad died…did…did he say anything before…"

"He called us by our real names." Clara said, solemnly.

Gwen's eyes looked in shock at the two.

"But…" She said, as the pieces suddenly fit in her head, "That would mean…"

"He knew who Clara and I were." Peter finished, "And he must've known all along, but never gave it away."

"But why?" Gwen asked.

"Because he understood that with great power, comes great responsibility." Peter told her, "Something that he entrusted us to do with you afterwards."

"We obviously haven't done good until now," Clara said, "But since you were almost killed, we just wanted to say…we're sorry."

The two extended their hands out to Gwen.

"Could you forgive us, Gwen?" Peter asked, "Please?"

Gwen looked at the hands, and made her choice.

She outstretched her hand and shook Peter's and then shook Clara's smiling at the two of them.

"I forgive you two." She said.

"Thanks, Gwen!" Peter smiled, "You have no idea how much it means to us that you said that."

"We promise you, Gwen," Clara added, "From now on, we'll keep no more secrets from you."

"Fair enough." Gwen agreed, then thought of something, "Say, what's going to happen with Mr. Osborn?"

Clara and Peter looked at each other and shared a smile.

….

_**The Next Day…**_

Peter and Clara looked at the article they had written up concerning last night's details.

'_SUPERWOMAN AND SPIDER-MAN RESCUE LATE NYPD CAPTAIN'S DAUGHTER FROM GREEN GOBLIN!_

_GOBLIN OUTED AS NORMAN OSBORN: CEO AND HEAD OF OSCORP IDUSTRIES_

_By: Clara Jones_

_Photos by Peter Parker'_

Peter kissed Clara on the forehead, and as a result, she blushed redder than her costume's cape.

"Everything's back to normal, then." Peter smiled.

Clara suddenly got up, and went to pull on her costume.

"No, Peter." She said, slipping into her alter-ego, "Not quite yet. There's one last thing to do."

….

_**Avengers Mansion…**_

Shortly afterwards, Superwoman arrived back at Avengers Mansion, and returned to the meeting room, to find the other Avengers there, waiting for her. Obviously, they were not pleased with how events had happened last night. Even Iron Man had to admit for Superwoman, that was probably the lowest one could go with pulling a stunt like she did.

"Superwoman," Captain America told her seriously, "As you disobeyed the orders last night for unkown reasons, we have no choice but to give you a leave of absence for no more than 30 Days."

"It's all right, Cap." Superwoman told him, retrieving her Avengers ID card from her belt, and handing it back to him, "I was actually going to say last night, that as of now, I'm an Avenger no more."

The group stared in shock at her announcement. Superwoman had joined the team a few months after her battle with The Void, and had been one of the greatest ever since. Normally, she would've handled this perfectly and come back later, but in this case, Superwoman sounded she was retiring from the team permanately.

"Superwoman…" Janet asked, deeply concerned for her friend, "What do you mean by…"

"I'm tired of being restrained with obligations to one team, Jan." Superwoman explained, "Being Earth's Mightiest Heroine and An Avenger isn't doing enough for me. I could be doing more. People have been hurt while I've been with you guys. Don't get me wrong, I have done a lot of good here as an Avenger, but in my normal life… a lot of good people have been hurt. And I can't let that happen again."

With that, she turned and left the Avengers Mansion. Maybe some day, she could retake her place amongst Earth's Mightiest Heroes, but until then, she had to settle for being Earth's Mightiest Heroine.

_**To Be Continued…**_

**Hi, guys! So, yeah; this one-shot chapter is based off one of my favorite Spider-Man storylines: 'The Night Gwen Stacey Died,' and it's alternate-universe-one-shot-spin-off; 'What If: Gwen Stacey HADN'T Died?' Why is it I love the Death of Gwen Stacey so much? Well, in a trade-paperback of the comic that also includes the depiction of her father, George (also seen in this version, with a few exceptions,) the original writer of the story, Gerry Conway, actually wrote an introduction to the trade-paperback explaining that without the death of Gwen, we might not have gotten the death of Captain Marvel or Jean Grey as the Phoenix, meaning the Marvel U could've turned out quite different than it was today. In my What If/Elseworlds: The Marvelous Superwoman story, I touched upon Clara's involvement here briefly, but now I've decided to finally give a much-more elaborate detailed version of what might've happened if someone like Superwoman was around to help save Gwen. Of course, the challenge here also was to give this some means of a resolve to balance the triumph of good over evil here. After all, that's what Marvel's sometimes about, and if you don't do it, in my opinion you're no better than Marc Webb and are therefore a dumbbell who thinks that as long as you insert half-baked Twilight/Chris Nolan Batman motifs that are completely out of context and left-field, you can make anything awesome (which it doesn't.) So the moral here is that in order to save those she loves, Superwoman must leave The Avengers even though she's done as much good with them as she has on her own. But as a great man once said "The needs of the many outweigh the needs of the few. Or the one." But I'm just rambling here. Anyways, as mentioned in the author's notes WAAAAAY above, I own NOTHING, this is for fan-purposes only, so please don't sue! Other than that, enjoy, and I'll see you next time for an epic retelling of the Origin of The Marvelous Superwoman!**


	9. The Origin of Superwoman!

_**Welcome back again, everyone. Sorry I've been away for a while, but I had an amazing time last week. Not only did I attend Universal's Halloween Horror Nights last Saturday with a friend of mine, but last Thursday and Friday, I attened the New York Comic Con. I got to cosplay as the 10**__**th**__** Doctor, and I even met Peter Davison (The 5**__**th**__** Doctor, whose daughter married David Tennant.) I also told him about my Buzz Lightyear/Doctor Who crossover I wrote with his Doctor in there, and believe it or not, he told me he'd check it out! Peter Davison; if you're out there, and you see this message, and you've read the chapter already, thanks a lot! You really made my Friday. If not, then you can read it when you can. Although the main highlight was meeting Christopher Llyod (AKA Doc Brown from Back to the Future!) I told Chris this when I met him that I first saw BTTF Part 1 when I was five year old and going through Lyme Disease. After the film, I fell in love with it and I imminently went to write a letter to Chris and Michael J Fox asking them to do a Part 4. But my parents told me that Mike had Parkinson's Disease and learning about how Michael J Fox was coping with it, that inspired me to get better and get through my Lyme. And I did. All thanks to that film. But I should get to the info about this chapter now. After last chapter, I've decided to go back and do a rewrite of the origin of this World's Superwoman. And before any of you ask why, try to remember that Marvel and DC always re-boot and re-imagine their characters, since after all, nothing's perfect in life. Anyway, this will be a quick one-shot expanding on Kara's journey from her universe to the Marvel Universe, her life growing up that led to her decision to become Superwoman on this earth, and her first encounter and team-up with her future boyfriend-and-then-later-husband; Peter Parker AKA: The Amazing Spider-Man (again, not to be confused with Andrew Garfield's version. Garfield sucks in my opinion.) As always, I own NOTHING. This is for fan-purposes only, so please don't sue!**_

'_The Origin of Superwoman!'_

The setting of our story is in the past of another dimension. In the far reaches of that dimension's galaxy, there was a single crater floating in space. If one were able to fly towards it, they would see that crater contained a giant city, one that seemed extremely alien in its architecture and people who lived on it. This was known as Argo City, but it would not be known as Argo for much longer. That was what two of its inhabitants were aware of. For inside one of the buildings, a man had been working tirelessly on a way to ensure his family did not die in vain.

Zor-El frowned again, as he watched the hologram projection displaying a digital interpitation of his rocket's flight course. He thought this scenario would be the right one, but like all the others, it ended with the ship failing to reach its destination.

He rubbed his eyes with his hands. He could barely think, let alone stay up straight, as he had been working on this plan for over three months now. He knew that his home was headed for destruction as it had been years ago, but he could not predict that it was going to happen this quickly.

Zor-El had originally been a part of a distant planet called Krypton. It was once one of the most superior planets in the cosmos with beings that had superior strength, intelligence, and many other traits that made them powerful. However, a few years ago Zor-El's brother, Jor-El, had told the government of Krypton that the planet was doomed for destruction, as its orbit had decayed over time. Jor-El predicted that the planet would eventually build to the point where it would explode, yet none of the scientist council believed him.

Sadly, the council was mistaking and Krypton did explode. But through some miraculous twist of fate, a large chuck of Krypton, specifically Zor-El's city of Argo, was saved from the destruction, when the entire city was quite literally ripped from the explosion, and thrust out to safety by the explosion, free from harm's way.

The survivors of the decimation of Krypton instantly realized that they could rebuild, and an election was soon made and many of the survivors were sworn into government. Zor-El was placed in there since it was his brother that predicted the destruction of Krypton.

After helping to build the necessities that would be needed for survival on Argo, Zor-El married a woman named Alura and had only a few months ago discovered a horrifying realization. A group of meteorites were headed straight for Argo City. While this wouldn't be viewed as many as being bad, Zor-El found these meteorites contained a certain substance called Kryptonite; the remenants of Krypton, now deathly and lethal to anyone who originally came from there.

Zor-El had tried to warn everyone, but like the council before with Jor-El, the council would not believe Zor-El of his predictions.

He had heard an old saying that history would always repeat itself; so he had to make that happen for himself to.

When Jor-El had discussed the destruction of Krypton, he told everyone of a plan to make rockets that would send them to another planet and save them from destruction. Zor-El had decided that he too would make a rocket in which he and his family could use to escape to another planet.

After scanning the many planets, he found one called 'Earth.' But it was viewing that planet from afar that Zor-El saw a discovery that not only shocked him to his core, but also told him that this planet would definitely be the right choice to escape to. Viewing the planet, he saw a flying man living there, who not only had a costume with the symbol for The House of El on there, but he also strongly resembled Jor-El. Zor-El could not explain it any other way. Jor-El must've had time to seen his son, Zor-El's nephew Kal-El; into a rocket so he could live on Earth. If anybody could help him adjust, it was Kal-El since Zor-El could tell that the people on Earth worshiped him as a hero.

The problem of course, was getting there. Zor-El had already built the rocket's prototype, but this was where he was losing his mind over; getting the ship to Earth. There were too many scenarios where the rocket would fail, and no matter how many times he tried it, he couldn't seem to get it right.

As he prepared to watch another scenario again, he heard the door to his lab open, and in stepped Alura, his loving wife. Her large belly almost bulging from her long, silky blue dress showed the woman had been in pregnancy for over nine months.

"Zor-El?" His wife asked him, "How's it coming?"

"Not good, my love." Zor-El sighed, "I just don't know if I can do this."

"You'll get a sequence eventually," Alura told him, "You've come this far, there's no reason why you should be stuck now, and not be able to find the solution."

He nodded.

"I know, Alura," He said, "It's just…I…"

He was cut off when he heard a faint 'SPLICK' and his wife's eyes suddenly widened.

"My love?" Zor-El asked, as Alura suddenly grabbed her chest in pain.

"Oh god, Zor!" Alura cried, "My water broke!"

"The baby's coming NOW?!" Zor-El asked, now completely concerned.

"YES!" She screamed.

"Damn," Zor-El swore, before quickly moving over to his wife, and helping her up, "Come on, Alura. We need to get you to the birthing pool!"

He helped his wife over to their birthing pool which was imminently filled with water once Zor-El's wife got in. Alura began to groan in pain as the contractions were beginning to get tighter.

"It's all right my love," Zor-El said, sympathetically, "Everything's going to be fine."

"I…" She said, between groans, "I hope so, Zor-El."

The two smiled for a brief moment, before they continued with the birth of their child.

"Okay, my love;" Zor-El exclaimed, once he could tell it was time for their baby to arrive, "You need to push now."

Alura nodded, solely, and began to push hard. She let out a scream of pain and agony, as Zor-El made sure to check for the child. After a minute of his wife pushing and screaming, he could see the top of an infant's head coming out from his wife.

"YES!" He proclaimed, "I can see the head, Alura! Keep pushing, she's almost there!"

Alura nodded, and gave a scream of hope and pain, and then finally, she could hear the cries of a baby as the pain now completely left her.

"YES!" Zor-El proclaimed, cutting the imbricate cord, "Alura! You did it! You gave birth to a girl! Look, she has my eyes, and she seems to have a bit of your hair!"

"Le…let me see her, Zor-El." Alura breathed, tired from the aftermath of labor.

Zor-El proudly handed her their daughter and she could see the baby was indeed beautiful. She had a few strands of blond hair on her on her otherwise bald head, and their daughter did indeed have the spinning image of Alura's eyes.

"Hello, my child;" Alura said, with tears beginning to swell in her eyes, "I wish there were more time to celebrate your birth, but we must continue to prepare to flee to Earth. I promise you, though, once we get there, you will be raised with all the respect that you deserve. For now, though, the only gift I can think of is your name. You will be Kara. Kara Zor-El."

"Kara." Zor-El said, admirably, "Such a perfect name for a perfect child."

After wrapping the child in a blanket, Zor-El and Alura were about to go back to work on their ship, when they heard a sound from outside. One they did not hope to hear for another week or so.

'BOOOOOOOOOMMMMM!'

The two looked outside and saw to their horror green metorites slamming themselves into Argo City.

"No, no, NO!" Zor-El cried, "Not now! Rao any time but now!"

He turned around to the house voice-controls.

"SEAL THE HOUSE!" He proclaimed.

Almost imminently, the house began to seal itself, until the windows and doors were protected by reinforced Argo City metal.

"This is not going to hold for long though," Zor-El admitted, slamming his fist into a wall, "Dammit! If we could only finish quicker we could…."

He stopped and realized something.

Alura looked at him concerned.

"Zor…" She asked, "What is it?"

He turned to her solemnly.

"There is a way," He said, "But it's only going to be for one person to escape."

…

In a few minutes, Zor-El had his daughter in the prototype escape rocket. He wondered if this is how his brother got his son to Earth. It would have to be as there was no other way around this.

Alura had been shocked at her husband's plan at first. The plan was to send Kara in the prototype rocket now, and send her to Earth alone. Naturally, Alura refused at first, but eventually (even though she would be forced to either way,) gave into her husband's plan, and they prepared Kara for her trip to Earth. Inside the rocket ship besides their daughter was a crystal that had a holographic projection of Zor-El and everything about Krypton and Argo she would need to know about.

Zor-El finished uploading the data to the crystal as his wife approached him at his side. The two looked at their daughter sadly. They had only known her for a few minutes, and now, she would never have the happiness of growing up with them. But they knew that if Kal-El was on Earth, he would surely look after her. Perhaps if he could not, the best they could hope for was for someone of equal concern and love for Kara to help her grow on Earth.

"Goodbye, my daughter." Alura said, kissing her daughter's forehead as tears began to fill in their eyes, "I can only hope that whoever raises you, will give you as much love as I would have."

She backed up as Zor-El took a deep breath before he too began to cry for the first time since his own birth.

"I wish you the best of luck, my daughter." He said, with the words of encouragement to her, "You will be the last of your kind, but we will be with you within your heart. When you are older, you will give our love to the people of Earth. They are not as civilized as we are, nor have they reached the potential that we have here on Argo. But you and your cousin will help inspire them. You will be their shining symbol of good and purity. Once they see you as I do, they will follow you, and you will lead them to greatness. That is all I can hope for you. Farewell, forever, my daughter."

With that, he closed the hatch to the rocket and set the coordinates, while the sun-roof exposed itself for Kara's ship to leave. With a push of the launch button, the ship was shot out into space, leaving Alura and Zor-El alone.

They embraced each other in tears as the city began to be pounded more and more with the meteorites. The deadly radioactive Kryptonite gas began to leak through the room as Alura and Zor-El kissed one more time.

"I LOVE YOU, MY HUSBAND!" Alura proclaimed, "I L-"

With that, the deadly airborne toxin made it into their lungs, and they died in each other's arms.

….

Meanwhile, Kara's ship, while safe from the death of Argo, was not out of the woods just yet.

In his rushed plan to save his daughter, Zor-El forgot that his prototype ship was not yet ready to travel as fast as he sent it.

As such, the ship was already beginning to reach a much faster speed more than Zor had anticipated, breaking the speed barrier, and continuing on to much faster speeds.

Finally, there was a strange electrical current that sparked around the ship. Then, out of nowhere, a white hole appeared in front of the ship, floating in front of Zor-El's rocket as it continued speeding faster and then stopping so that the ship passed through the portal and the portal sealed itself forever.

Zor-El's ship had traveled so fast that it had managed to rip a hole in the space/time continuum. Kara was now forever cut-off from this realm. This would mean that Kal-El would never discover her and she would never be raised alongside him.

But that did not mean that she wouldn't be raised by people who genuinely cared for her.

….

_**EARTH 56162, Sometime Around the late 1940's/early 1950's…**_

For in another reality's Earth, a couple laid on a blanket on a field just outside of their hometown of Queens, New York.

The couples were named Mr. and Mrs. Jones, and they were enjoying this evening just by themselves.

Mr. and Mrs. Jones had a good life, but they felt that something was missing. They wanted a child, but when they had tried to conceive, they found that they could not do so. They had both went to many doctors who told them they were perfectly normal, but it was just one of those cruel jokes.

As they watched the starry sky, the two saw a shooting star, and Mrs. Jones made a wish on it.

Mr. Jones smiled at his wife as he searched for the next shooting star.

_Next one I see,_ He thought to himself, _I'm going to wish for a kid of our own._

Suddenly, they saw a bright light shining greatly in the sky. The light suddenly became bigger and seemed to be moving closer.

That's when Mr. Jones's eyes widened as he realized what it was.

"MOVE!" He told his wife, as they both flung themselves out of the way.

The incoming object fell where they had previously been lying on, erupting with a loud 'BOOOOOOMMM!' effect.

There was a giant flash of light, that lasted for a minute before dispersing completely. When the light had disappeared, the Joneses cautiously approached the area where they had been laying on. It had now become occupied by what appeared to be a big blue crashed rocket. Only it was too small to be a rocket.

"What in the world…?!" Mr. Jones asked, amazed at what he had witnessed.

Suddenly, they could hear something from inside the ship. It sounded like crying.

A baby's cries.

Moving over to the ship, the couple looked inside there and to their astonishment found an infant baby girl inside. She had strands of blonde hair, and gorgeous blue eyes. She was wrapped around a strange blanket and next to her laid a crystal of some sort. When the child noticed the couple, however, she stopped crying and smiled at them. Instantly, Mrs. Jones's maternal instincs kicked in as she turned to her husband almost as amazed as she was.

"Can we keep her?" Mrs. Jones asked.

Her husband turned to her and looked at his wife as if she were out of her mind.

"Dear…" He said.

"This baby needs us," Mrs. Jones protested, "Her parents aren't from around here obviously, so she's got nowhere else to go. This has to be a miracle of some kind. We wanted a baby and this one doesn't seem to have any parents right now. Please."

Her husband looked at her and then back at the child before sighing.

"Alright." He said, "We'll keep her."

"Thank you." Mrs. Jones smiled, kissing her husband on the lips, and then taking the baby out of the ship.

"Hello, there." Mrs. Jones said to the baby who smiled at her, "We're not sure where your parents are right now, but if they ever come, I'm sure they'll be happy to know that we'll have raised you as best we can."

The baby giggled at this woman. She obviously didn't know where her real mother and father were now, but these people seemed very nice too.

"What are we going to name her?" Mr. Jones asked.

Mrs. Jones thought for a minute before an idea dawned on her.

"How about…Clara?" She asked, testing the name out, "Clara Jones. It has a nice ring to it, don't you think?"

Her husband nodded approvingly.

"Yeah." He agreed, "It certinately does."

Mrs. Jones turned back to her newly-adopted daughter who smiled back at them.

"And I think you'll definitely like the name now, Clara." Mrs. Jones told her.

…

_**Six Years Later…**_

Mrs. Jones looked at her six-year-old adopted daughter as Clara was drawing with her crayons. Since the day Clara had been adopted, she had grown from a toddler to a young girl full of blonde hair. Furthermore, there was no sign of anyone coming for Clara. Deep down inside, Mrs. Jones didn't want the real parents to come as Clara had worked her way into the hearts of her and her husband.

After they had found the ship six years earlier, the couple had brought it back home undetected by anyone, and had buried it in the backyard of their house. Clara, in the meantime, had grown up nurtured like any child would have, but Clara always felt that she was…different in some way.

Clara could not explain why, but her parents had always told her it was part of growing up. Yet Clara felt it was something more than that. She could not explain why, but she always felt that there was something inside her that she didn't realize.

Today, however, all of Clara's questions would be answered.

As Clara looked out the window, she saw her Dad walking towards the front entrance. Her happiness for her father's return however, was replaced with fear when she saw a runaway truck heading right towards him.

Reacting almost instinctively, Clara rushed out of the door leaving a tremendous blast of wind behind, and got in front of her Dad (much to his shock,) placing one hand in front of her as if she was commanding the runaway vehicle to stop.

It did stop, but not as either Clara or her Dad expected. The truck continued to move until Clara's palm made contact with the truck, stopping it imminently in its place. The truck seemed to almost flip upwards from the sudden stop, but it fell back on its wheels with a loud 'CRASH!'

Clara and Mr. Jones looked in shock at what Clara had done. Not only had she saved her Dad in a completely impossible way, but her block against the truck had left the front bumper smashed beyond repair. Both of the only people outside to have been in this event first hand, were left astonished beyond belief.

"CLARA!" Her mother called, scared and worried now, "Come inside now!"

Clara and her Dad rushed back inside not wanting to be questioned by the authorities.

….

_**Later…**_

Fortunately, nobody came to question the two. Apparently, the truck had been stolen by two thieves who had filled the truck with money and left it unsupervised, when Clara saved her Dad. The impact of the truck had spilled the money all over the interior, forcing the thieves to try and sort everything out so they'd get their fair share of money in the end. Unfortunately, that wasn't the smartest thing to do as the two were caught and arrested by the police who found them an hour later.

Nobody questioned the cause of the spill, though, as some were actually considering this to be a sign for the return of Super Heroes not seen since the end of WWII.

Clara obviously had questions for her parents later that night, and after dinner, they sat down to discuss the issue with her.

"Mommy? Daddy?" Clara asked, shyly, "Was I adopted?"

"Yes, dear." Mr. Jones said, with a heavy sigh, "It's…an interesting story, actually. One I hoped I wouldn't have to tell until you were older."

Clara sat there and listened to her parents explain the story to her. They told her of that night when they had wished for a baby and Clara had arrived from the heavens in a rocket ship. They told her of how she was the only one they found in the ship and how no other identical ships were reported to be found on the news. The told her how much they wanted her to grow up as a normal human girl, and while Clara believed she was and didn't hold it against her parents, there was no denying that she might've known for some time also.

"That explains it, I guess." Clara said, looking at the ground with uncertainty, "I…I've always had this feeling deep down inside that I was different, but…I guess it was somewhat forgotten."

She looked at her parents.

"Where's my ship exactly?"

….

_**Later…**_

After Clara had helped dig up the dirt that concealed her ship in one quick scoop, she looked at it amazed. The ship's blue paint had been covered with dirt for some time, and it looked a bit rusty with a couple of cracks, but there was no denying that wherever it came from, it wasn't from Earth.

Kneeling down, Clara pressed the hatch where her parent's told her she appeared in, and almost instantly, she felt something.

Pulling her hand out, she found a clear crystal. But it looked too perfect to be man-made. There was a spectrum of lights that looked like it was shifiting inside of the crystal leaving Clara confused beyond belief.

"What the heck?" Clara asked.

Almost instantly, a bright flash engulfed her and when the light dimmed, she found herself standing in the middle of a futuristic room. There was furniture there, but much like what she was seeing today things like the couches and chairs looked far too perfect to be man-made.

This…Clara thought to herself, this might be where I came from.

"My daughter." A voice called.

Clara spun around and almost fainted when she saw who it was.

It was an adult probably a bit younger than her Dad by a couple of years, who had short, blonde/brown-ish hair. He had beard stubble on his face, but he wore a proud smile. Clara had seen this man many times before in her dreams.

"Hello, Kara," The man said to her, "You don't remember me, but I am Zor-El; your father."

"Father…" Clara said in disbelief.

"If you are viewing this message for the first time, then I will have been dead for many years on Earth. You see my daughter; you are not a human. You are Kara Zor-El of Argo City. Once a city of the proud planet Krypton."

"Krypton…" Clara said, trying to comprehend what this image of her father was saying.

"Krypton was once a mighty planet before it exploded, due to its orbit decaying and thus growing close to its red sun and causing complete detonation of the planet. However, as if by luck, a large portion of Krypton's greatest city, Argo, was pushed out of Krypton, and thrust far away from destruction. I was among the many survivors on that planet and helped to rebuild the society. In addition, I also managed to find love within your mother, Alura, and shortly after we found that she was pregnant with you."

Zor-El smiled at the fond memory before his tone grew more serious again.

"Sadly," he continued, "I also learned of a terrible fate that was to befall upon Argo. Radioactive fragments of Krypton were spotted with my own eyes and headed towards Argo. These fragments were dangerous to our kind. I tried to warn every one of the second Armageddon of the Kryptonian species, but no one would listen. I tried to build a ship to send us all to Earth, but by the time the fragments came, you were born for no less than five minutes and I had only completed a prototype rocket."

Clara suddenly realized what this meant, as tears began to swell up in her eyes while her birth father continued.

"Although I would not let you die on Argo." Zor-El said, "I decided the only course of action, as irrational as it sounds, was to place you in the prototype rocket and send you to Earth. By now, you have hopefully met your cousin, who was sent to Earth earlier before you. But in the worst-case scenario that he is not there, I can only hope that you have found parents that have loved you as your mother and I surely would have."

Clara began to cry. Her parent had just told her that there was never any other sign of another alien before nor after her time. She could only come with one conclusion. If the ship was indeed a prototype, it might have traveled faster than her father anticipated. Already, her Kryptonian brain was unknowingly kicking in, filling in the blanks for her. There was only one answer; the ship might have traveled to the point where it could've ripped a hole in the space/time continuum and sent her into a completely different reality. That meant she was all alone in this world with no other relatives.

"Kara," Zor-El said, seriously, as Clara looked up at him, "If you have not known your cousin yet, then know that like him, your Kryptonian DNA gives you a great potential for a symbol for this world."

Clara looked at him, now interested in what he had to say.

"On Earth," Her father explained, "Due to the planet's sun, you will be bestowed with many powers far beyond the mortal men and women of this planet. With Earth's yellow sun, you will be invernurable to any forms of pain or disease on this planet. Additionally, you will have the power to defy this Earth's gravity, see through solid objects, shoot tremendous beams of temperature from your eyes, and many other powers I can only think about at this time."

Clara stood there shocked. She had only begun to discover her powers today, and now her birth father was telling her there was many more that even he was not aware of.

"That is why I have sent you to Earth, my beloved Kara." Zor-El said, "For even if you do not grow up in the guidance of your cousin, but hopefully in the arms of a loving couple, you will have understood the people of this planet by now. You will have seen that they are slow and primitive. They slaughter each other over petty differences, allow others to bask in greatness while others rot away, and allow many other atrocities to happen. Yet there is always good in them from what I understand. They look up to your cousin as a savior; a symbol for them to be encouraged by in order to achieve their goals. You can be that symbol also, Kara. You will be the one who will help reinforce that idea that any man, or woman, or any one of those species on Earth can achieve great things. That is what I ask my daughter; give the people of Earth an addition to what your cousin has. Be their symbol of hope. Be their Superwoman, if you will. And always remember, my daughter, your mother and I will live on in your heart watching over you, for all of eternity. And we will be very, very proud of you. Always."

With that, Clara looked as her father faded away into a giant symbol that resembled an irregular pentagon with an 'S' on it and a bright light once again overtook Clara and she suddenly found herself back with her adoptive parents again in the backyard.

"Clara!" Her adoptive mother asked, deeply concerned, "What happened?!"

Clara looked at the people who had raised her with tears filling up in her eyes.

"I don't know, Mother." Clara answered honestly, "I truly don't know what to do now."

….

_**Ten years later…**_

Clara was watching TV with her parents, staring at the return of Captain America to the modern world. The news was reporting that the legendary hero of WWII had been found in a block of ice by The Avengers, held in suspended animation since his disappearance at the end of the Second World War

Clara had now grown more in the ten years since she had learned of her true heritage. She had become a beautiful young woman with long, blonde hair, and if Clara was casual as she was now, her body had become that of a 16-year-old-female body-builders which had definitive abs and muscles.

Yet Clara had also been practicing over the last ten years on how to make her appearance different so as to not draw attention to her. She had learned how to stay put on the ground without flying, control her heat vision, and make sure all her other powers were not publically displayed for fear of what people might think of her. She heard about the group known as The X-Men who had a similar problem except they were Earth-born, while Clara had come from a completely other universe than the one she grew up in.

The toughest part though, was trying to keep a straight face when she was pretending to shift her weight and act meeker. Surprisingly, it had worked well, but Clara had to admit it was ironic that everybody seemed to see her as weak when in reality, deep down inside, Clara was possibly the most powerful person on this universe's Earth.

She had honestly been unsure about what to do with her powers recently. She had thought long and hard about her father's words over the last few years, and she was not yet sure if she should do anything with them at the time. Mainly because due to heroes like The X-Men or Spider-Man, public opinion on Superheroes had actually been turned due in part to people like J. Jonah Jamerson who despised heroes who refused to fully reveal their identity to the public. Only with the exception of people like The Avengers or The Fantastic Four who actually revealed their identities, there really wasn't anything to say about those heroes that didn't show their true faces. They were considered in Jamerson's own words 'Vigilantes who should be hunted and revealed to the Public.'

Finally, that night, Clara made a decision that would not only affect her, but it would also affect the world she lived in forever.

"Mom? Dad?" She asked, "I think I finally know what to do now with my powers."

Her adoptive parents looked at her.

"I want to be a superhero." Clara said, "I know we've said I should never use my powers in public, but…I think I need to now."

"Why?" Mrs. Jones asked.

"Think about it;" Clara explained, "Super-Humans like Spider-Man are considered criminals, but we never actually see Spider-Man commit a crime. The same can be said for the X-Men, they're just born differently, and yet people hunt them only because they're different. I think I know why I was sent to this Earth rather than my own. I think this world needed someone to save it from humanity's own failures. I want to be that somebody."

Her adoptive parents looked at each other seriously. They knew that their daughter was becoming more of an activist for superhumans, and that the day may come when she wanted to use her powers to help others more.

But Clara was an older and much more mature lady now. She had learned to never use her powers in public and therefore knew how serious this was. Whatever happened now, it was up to Clara. And if she chose this as her future, then her adoptive parents decided it would be for the best.

"Alright, dear." Mr. Jones nodded, "If that's truly what you want, then by all means your mother and I will support you every step of the way."

Clara hugged the people who had found and raised her from birth in this world tight, (but making sure she didn't crush them with her strength,) smiling at this.

"Thank you both." Clara said.

"We'll just need to see what you have in mind for a costume though." Her adoptive mother told her.

….

"So this is what I had in mind." Clara told her parents, stepping into the living room, "What do you two think about it?"

Mr. and Mrs. Jones looked at their daughter amazed. It almost looked as if this was an entirely new person standing before them. Clara was now dressed in a long, blue spandex body suit with red trunks. She wore red boots over her feet, and had a long, red cape attatched to the back. On the front of the suit, in the center of her chest was an irregular pentagon outlined in red with a red 'S' inside the center of that pentagon which with the acceptance of the red outlining and lettering was completely shaded yellow.

In the suit, Clara's full physique framing showed greatly in this costume. Without the usual getup clothes, Clara appeared to have a definitive muscular frame to her body, the most prominent being her six-packed abdomen, while the rest of her body had a definitive hour-glass shape to it. She truly seemed like a goddess for good now, rather than the girl that Mr. and Mrs. Jones had ended up raising.

Clara smiled at her adoptive parents while placing her hands on her hips and raising an eyebrow, waiting for an approval.

"Well," Her adoptive mother stated, "It looks a bit tight. Also, are you confident that you can pull off people not recognizing you without your secret identity clothes?"

"To answer the first question," Clara explained, "I'm invulnerable, so I don't feel anything. And to answer the second question, I wouldn't be doing this if I didn't think I was ready for it. But I figure I've been living my life normally long enough to know not to draw suspicion at all. I'm positive I'm able to keep my identity secret. Besides, if I have an exposed face, more people will tend to judge me better."

Her adoptive mother nodded. Mrs. Jones and her husband agreed that would be the best case. After all, they figured Clara should at least show the world as they saw her; a savior for truth, justice, and The American Way.

"All right then, Clara." Her Dad told her, "If you think you're ready, then by all means, do what you think is right."

Clara nodded at her Dad. The world was prepared to know firsthand the newest super heroine known as Superwoman.

…

_**One Week Later…**_

Clara walked around the school completely blending in with her fake personality. Since she had started to become a superheroine, her parents had made sure she looked like the most unsuspecting person to be associated with the newly-christened 'Woman of Steel' as The Daily Globe had dubbed her.

So far, it had been going along okay, in the first week of being a superheroine, Clara had stopped some drug addicts from stealing and almost ingesting a formula from Professor Cornelius's laboratory, and had stopped the supervillain known as The Scorpion from robbing a laundry bank when she literally landed ontop of him, foiling his plans. She had also become quick friends with The Fantastic Four, and The Avengers. In fact, there was rumor going on that The Avengers were considering recruiting her as the newest member to the team.

However, not everybody had taken a liking to her. Even without a mask, J. Jonah Jamerson still labeled her as a 'vigilante' and considered her 'probably just as equal a threat as that law-breaking-menace; Spider-Man.'

But there was still crime going on, and Clara knew there was going to be only one way to take it down; by stopping Wilson Fisk whom she knew better as The Kingpin of Crime. Nobody knew the truth, but Clara knew best that Fisk was the main mafia boss of New York who ran all of crime secretly.

Clara knew that if she took down Fisk that would mean that crime would slow down here in New York. Not to mention it would also send a message across that she was not one to be trifled with as Superwoman.

She figured that the best course of action would be to help out another superhero while she was at it. Namely, she was looking to help out the hero known as Spider-Man. She had always hated how he was always harassed by the media, namely Jamerson, for crimes that Spider-Man didn't commit. She figured that if she could have him help out, she would be able to help him clear his name.

Clara had already figured out as well how she was going to get Spider-Man's help. It just so happened that one of her classmates, Peter Parker, was actually taking photos of Spider-Man for The Daily Bugle. Why Peter would allow himself to get paid for helping Jamerson to frame someone like Spider-Man, was beyond her. From what she had seen, Parker seemed to be a really nice guy. She remembered the first time she had met him.

….

_**One Year ago…**_

_It was when Clara had first entered High School. Growing up in Queens, her adoptive parents had decided to send her to Midtown High, which was relatively close to where they lived._

_Clara was standing in front of the class, and this was around the time, when her parents had tried harder to make Clara look inconspicuous. As such, Clara had started to wear really awkward attire that got more weirder as she grew up, but at the same time, made her look less like she was someone of importance._

_On that day, she was wearing a light pink skirt, a lime green necktie, and black high heels. She also wore glasses way too big for her, but thanks to her super-vision, she was able to see perfectly with them on. Her hair was short and a bit messy, but overall, she looked like the last kind of person anyone would suspect of having superpowers of any kind._

"_Now class," The professor said, "This is our newest student, Clara Jones. Make her feel at home. Clara, you'll take a seat next to Peter Parker over there."_

_Clara nodded and went over to where the teacher told her to go. Sitting to the right of an empty desk was a young boy with short brown hair and glasses that seemed as oversized as Clara's._

"_Hi." The boy said, meekly, reaching out his hand for her to shake, "I'm Peter. Peter Parker."_

"_Clara." Clara introduced herself, "Clara Jones."_

_As she opened her bag, and got out her books, one of her books fell out of her backpack. Clara went to grab it, but as she reached down for it, so did Peter, as both their fingers accidently touched each other's upon grabbing the book._

_Both looked up at each other and blushed bright red, before Clara broke the silence by quickly putting her book back and focusing on the lesson, as Peter did the same._

_With her enhanced hearing, Clara heard a couple of her classmates snickering at her, but Clara knew that she had been embarrassed enough already._

_But at the same time, she had a feeling she knew what was happening._

….

_**One Week Later…**_

_After the day she had met Peter, Clara discussed the matter with her mother who explained Clara's question and confirmed her beliefs. Clara was starting to mature as a young woman would on Earth. Clara didn't know if she had the same growth cycle as other Earth girls, but it seemed like she did. She had feelings for Peter as the days passed. Possibly, it was because that she felt bad for him what with being the subject of bullying by the sports jock, Eugene 'Flash' Thompson._

_Growing up as a human, Clara always found the most pathetic thing a human being could do is pick on another person. Of course, learning about Earth's history, she understood how wars on Earth were inevitable, but to her, the mere idea that a human would find such joy in making another human being feel ashamed of themselves was probably, in her opinion, the lowest kind of action a human could commit on Earth._

_Either way, Clara's sense of love for Peter continued to rise. She began doodling on her notebooks writing messages such as 'Clara + Peter,' or 'Clara Parker.' She had no idea if Peter actually realized she was falling for him, but today was the day she was going to ask him._

_She noted there was one girl…Jessica Cambell…who seemed interested in Peter, but Jessica was quick to notice Clara's take on Peter._

_Before classes were let out, Clara saw Jessica waiting outside and decided to see what was up._

"_Hey, Jessica." Clara said, in her meek voice, "What's going on?"_

"_Don't play games with me, you *^$ !" Jessica swore, taking Clara back by actual surprise, "I know damn well where you're going now."_

_Clara had no idea Jessica had such a mouth, but she decided to play innocent._

"_Really?" Clara asked, faking surprise._

"_You're off to see Peter Parker, aren't you?" She questioned, pointing her index finger in Clara's face._

"_Uh….yeah." Clara nodded._

"_Great. Just perfect." Jessica said sarcastically, "Congratulations, Clara Jones. You have officially beaten me in the race to finally admit our love for Peter."_

"_Jessica…" Clara said, honestly, "If you want to go out with Peter, I'd be more than happy to…"_

"_Nope." Jessica said, as Clara could see Jessica's eyes were starting to fill up with tears, "You just had to tell me now, didn't you? Well…$%^# you, Clara Jones! $%^# you and the horse you rode in on!"_

_With that, Jessica turned and ran away sobbing. Clara considered going after her, though listening to Jessica's heartbeat from afar, Clara could tell she seemed distraught, and if she went after her, she was only going to make things worse. _

_Gathering up her pity for Jessica, Clara looked over the field of the school to see Peter Parker talking to some of Flash Thompson and his jocks. Apparently, Flash was making fun of Peter being the 'wallflower' of Midtown High, and was abounding him so Peter could attend the new Experiments in Radioactivity at the nearby museum science exhibit alone._

_Hearing Peter's own broken pride, Clara walked over to the museum after him, whispering to herself as she went along._

"_Okay, Jones." Clara said to herself silently, "You can do this. You can ask him out. Worst thing? He says no."_

_As she entered the museum she muttered an added thought._

"_He says no and I die."_

_Taking a deep breath, Clara went into the exhibit where the lead scientist was talking about the new experiment to control radioactive rays in the lab._

_Quickly spotting Peter, Clara took another deep breath, as she reach over to tap him on the shoulder, but suddenly pulled away, when Peter stepped back suddenly._

"_Ow!" He exclaimed._

_Clara was silent. Something had went wrong. She had screwed up big time._

"_My head- -" Peter Declared, "It feels strange! I – I need some air!"_

_Clara hung her head in shame as Peter didn't even notice her on the way out. Clara's own disguise had been the thing that killed her chances of getting together with Peter Parker. She felt maybe Peter would've been better with Jessica after all._

….

_**The Present…**_

Of course, Clara had recovered, but she didn't want to take another chance with Peter again.

Unfortunately, she would need Peter in order to contact Spider-Man since Peter was basically Spider-Man's official photographer.

Of course, somebody would find it weird if they were asked by mild-mannered Clara Jones to deliver a message to Spider-Man for Superwoman….

But if Superwoman asked personaly, she figured Spider-Man would come then.

After classes, she ducked behind one of the buildings and began writing a quick note on a loosleef paper.

'_Dear Mr. Parker,_

_I need you to contact Spider-Man for me and have him meet me at these coordinates at the given time tonight._

_Sincerely,_

_Superwoman.'_

Clara jotted down the meeting location and then folded the paper up until it was a perfect square. She then wrote down _'To: Peter Parker, From: An Anonymous Source,'_ on the square.

Putting the paper in her pocket, she zoomed faster than anyone would see her at until she reached Peter's house. Peter apparently lived with his aunt, as his uncle had been tragically shot a short time after Clara's first attempt at a relationship with Peter.

Clara quickly left the note on the placemat, and knocked on the door, before once again running away at normal speed. Once she had found a safe alleyway to duck into, she leapt up into the air and soared higher than anyone could see her at. Once she was far up enough, she used her telescopic and x-ray vision as well as her super-hearing on Peter's house. Bellow, she could see Peter's Aunt May opening the door and taking in the letter. Calling for Peter, Clara saw May's nephew come over and take the letter.

Hopefully he would take it well. All Clara would have to do is be there tonight.

…

_**Later That Night…**_

Clara stood on the rooftop of the rendezvous point, waiting. She was worried if she had scared Peter again, and if Spider-Man didn't come. If that was the case, Clara was going to feel really bad about herself again, and on the night before her birthday nonetheless.

Fortunately, Clara saw something swinging in the distance, and with her telescopic vision, she could tell it was indeed Spider-Man.

Clara composed herself, getting into her super heroic attitude that made her the ultimate personification of good on this Earth, and watched as Spider-Man continued to swing closer until he finally swung over her and landed opposite of where she was.

"Thank you for coming," Superwoman acknowledged, "I was worried if my message to Mr. Parker was too much for him."

"He's fine." Spider-Man told her, "Now why did you want me?"

"Sorry." Superwoman apologized, "I need your help tonight. I've been following the crime activities on New York, and I think I may have some dirt on a certain Wilson Fisk, also known as The Kingpin. And you know him better than most. There's something big going down tonight from what I heard; Fisk has some sort of new chemical he's acquired, and I'm going to need your help to bring him down."

"Why do you need me?" Spider-Man asked.

Superwoman thought for a few minutes on something that would make her seem trustworthy to him, and then finally gave her response.

"Because," Superwoman told him, "You're the future, Spider-Man. You're everything."

….

Somehow, Clara's words had made Spider-Man trust her, and now the two were both flying and swinging respectively towards Fisk Towers.

"So," Spider-Man asked, shooting another web-line, "Are you going to tell me what you meant earlier though? Are you going to reveal you know my secret identity, or leave me with nothing?"

"You seem pretty good at asking a lot of questions I can't answer at once without talking at super-speed." Superwoman quipped.

"Ha-ha." Spider-Man laughed, sarcastically, "Very funny."

Truth be told, Superwoman didn't use her x-ray on anybody for their identity at all. That was one of the main beliefs she stuck true to. In her opinion, everybody had the right to privacy, and that's the way she did her work with other heroes. She never uncovered their identities, unless they wanted to willingly.

As the two reached the tower, Superwoman soared high above as Spider-Man swung high up as well, before the two went down, with Spider-Man creating a web line over the glass roof casing, so he could pull himself through. Superwoman just took the direct route in and flew through the glass roof.

Upon entering, they imminently saw Fisk standing around with a bunch of men in business suits around a giant vat of a dark-shadow-like energy. There also happened to be a metal box on Fisks's desk.

"Hello, Fisk;" Superwoman greeted, as everyone turned to see the two heroes, "Guess what? We're shutting you down!"

"Superwoman and Spider-Man!" One of the crooks declared, as everyone pulled their guns, "Let's get 'em!"

Spidey reacted first, shooting a web-line directly at Fisk which tied him up. Seeing as how the web-slinger was the less of the two who was focused on defense, the villains imminently opened fire on him.

Fortunately, Superwoman got in front of him before the bullets could tear him to shreds, and instead ricocheted off her body just like so many times before.

Unfortunately, One of the bullets hit the vat and the glass cracked, while the substance began to crawl out and began piercing The Woman of Steel as she screamed in pain, the substance began to stab through the other goons while Spider-Man was making sure Fisk was out cold, when he saw this.

"Superwoman!" He cried.

"Oh, god!" Superwoman screamed, "It's…the goons! They're in my head!"

Instantly, Clara Jones could see her life playing before her. But it felt more like a nightmare than life.

_She saw two weirdly-dressed parents sending their infant daughter away to Earth, only to be sent to another universe's Earth entirely._

_She saw a vision of things to come; herself trying to keep all the world's problems stopped, but realizing she couldn't be there for anybody at once; and if she was, she could be seen as a religious figure in the wrong way._

_She saw an exploding man decimating Stamford, causing the government to create a bill to register superheroes, herself having to join with the pro-registration forces for the greater good._

_She saw herself being forced to fight Captain America, who, of all people, was leading the anti-registration movement, and then finally the good Captain surrendering much to the surprise of everyone._

_She then saw Cap get shot thanks to a sniper bullet before he could stand trial per-her request._

_Suddenly, the entire world, including all superhumans, and even her own parents, blaming her for Cap's death. _

_Finally, she saw herself forced to leave this Earth, flying into space to die alone from everyone. The reason the world didn't need a Superwoman_

"Hang on, Superwoman!" She could barely hear Spider-Man scream, "I'm comi…"

At that moment, Spider-Man was also pierced by one of the black tendrils from the substance, as he too began to experience his own nightmares.

Underneath the mask, Peter Parker yelled in pain, and saw his own dark experience.

_He saw himself as an infant being handed to his Aunt May and Uncle Ben by his own parents. A few years later, he discovered they died in a plane crash._

_He then saw his greatest failure from a little over a week ago, his Uncle Ben being shot leaving him dead in a pool of blood by a crook Peter could've easily stopped when he could have. All Peter's fault._

_Then the Green Goblin. Cackling, as Gwen looked unhappy. Something bad was going to happen._

_There were other women, a beautiful redhead. Peter saw he was going to lose her._

_He would lose everyone. Liz Allen, Aunt May…_

_And in the end, Peter was all alone; a cripple and all alone._

"Oh…god…" Peter breathed.

"Spider-Agh!" Superwoman cried, struggling against another blast, "Get…out of here…you can't do anything for me!"

Peter considered it, but instantly, Uncle Ben's words returned to Peter.

_With great power, there must always come great responsibility._

Gathering all his strength, Peter forced himself to stand again, and struggled over to Superwoman.

Taking a deep breath, Peter grabbed her shoulders and began pulling her back with all his might. Superwoman felt so heavy, and ontop of that, the visions he was experiencing seemed to be almost killing him, eating away at his very soul.

But being the man he was, Peter pulled her with all his strength, until the tendril was pulled out of Superwoman's chest, and she fell ontop of him.

"Impossible!" Fisk roared, suddenly noticing what was happening.

Peter laughed, both at Fisk's comment, and at what he had managed to do.

"Anything's possible, you big idiot…" Spider-Man breathed, shooting a webline that covered Fisk's eyes and ears, as Peterr suddenly lost conscious.

Twenty minutes passed, before Superwoman woke up, she was struggling to recover, but she could see new visions coming before her eyes.

Yet these visions were not nightmares. These…were good visions. Really good visions.

_She saw herself able to protect the people of this Earth. Everyone thanking her._

_She saw herself preventing the Stamford decimation just in time._

_But what was most surprising was that she found herself in a wedding gown, getting married to…_

Suddenly, she recovered and saw Spider-Man it was then that her x-ray vision accidently came in and she saw who it was.

"Peter?!" Clara asked, unable to say it out loud.

Quickly looking around, she sighed in relief that Fisk had his eyes and ears covered by a web-line and the henchmen were all unconciouss.

She took a moment to consider what she now knew.

Peter Parker was Spider-Man.

That explained the day then at the exhibit. Something must've happened to Peter then! It wasn't because she had startled him, he had still no idea about her love for him!

Getting back to the task at hand, Clara saw the black substance about to leave, but quickly shot her heat-vision at it, causing the substance to literally go up in flames.

Looking back at where the case had been, Clara frowned to see it was gone.

But that didn't mean everything was lost.

Going over to Fisk, she took the webbing off of his eyes and ears, and looking at him so that they were eye-to-eye.

"Where's the case, Fisk?" Superwoman demanded, "What was that you had there?"

"It's none of your business, Superwoman." Fisk said, simply, "But I'd like to see you try and tell the police why you were beating on a defenseless businessman such as me."

"Oh," Superwoman grinned, scanning the room with her X-Ray vision and finding what she needed, "I wouldn't call you completely innocent, Fisk."

She went over to his bookshelf, and pulled out a copy of 'A Clockwork Orange.' Looking at the inside, she saw a note and signature on there.

"'To my good friend, Wilson,'" She read, "Sincerely, Anthony Burgess.'"

She put it on the table looking at Fisk.

"Fascinating guy, this Burgess." She said, "I guess you like seeing dystopia. Let's see if I can create one for you and your business."

With that, she went back over to the shelf, and punched her hand through the empty spot where the book had been. Feeling around inside of there, Superwoman pulled out a number of papers, and shook her head at Fisk, disapprovingly.

"Why, Wilson;" she declared, "A hit-man contract on Professor Cornelius; and just look at the rest of these papers; racketeering, bribery, extorting- - you should be ashamed of yourself!"

Wislon looked at her angrily, as she went over to the phone and dialed the police. They picked up on the third call, and she began to explain the story to them, as they agreed to come over. As she hung up, she heard a groan and saw Spider-Man getting up groggily.

"What…" Spider-Man asked, confused, "What happened?"

"Not bad…" Superwoman said, jokingly, "For a beginner."

Spider-Man laughed, but as Clara played along, she knew deep down she knew who Peter was.

And she had to find a way to repay him tomorrow for dragging him into all this.

….

The Next Day…

Spider-Man and Superwoman stood on the Empire State Building staring out over New York. It was a beautiful day, and people were in a more positive mood with The Kingpin having been caught.

Superwoman had now begun to become considered a goddess by the public now. The Daily Bugle was still a bit lenient about her, but it seemed like in no time, perhaps Jamerson would change his mind about her.

Of course, nobody had mentioned Spider-Man helping her. In fact, The Bugle article that had been written up made it seem to look like he was helping Fisk. But now it came time for a reward for Peter's hard work last night. The real work he did.

Seeing as how she now knew Peter Parker's secret identity, she had to make it up to him today.

"You did good helping me yesterday, Spider-Man." Superwoman told him honestly, "I think we make a great team."

"Is that why you called me here?" Spider-Man asked, "To apologize?"

"That," Superwoman replied, turning to face him with a serious expression on her face, "And also to let you have something else."

She floated over the side of the building, positioning herself at an angle that she knew Peter would be able to get a perfect photo of her from.

"Did you get the camera I asked you to bring?"

Peter took out the camera from his backpack and showed it to her.

"Good." She said, "Because here's what I want you to do; I want you to take a photo of me."

Using her X-Ray vision, Clara could see Peter's face had the biggest shocked expression imaginable.

"Superwoman…" Peter tried to reason, "I don't know if I can…I mean…the lighting's bad…"

"Spider-Man," Clara stated, almost tempted to use Peter's name in order to get him to wise up, "I'll be perfectly honest; I don't think I'm ready for this either. Things are going to change now that I'm here. The world will want a picture of me so they know I'm real. I figure you can take it and drop it off with Parker. Either way, the world needs this photo and I'm sure the Parker boy will need the cash. We might not get a better chance than now."

"Alright," Peter sighed, as Clara smiled at him, "You've convinced me."

Clara smiled at him, as he adjusted the camera. He gave her a signal to pose, and she placed her hands on her hips and her face tightened into one of determination, but also genuine kindness.

"Here you go." Peter said, "Say 'cheese.'"

With that, Peter snapped the photo, thinking to himself how much Jamerson would pay to get this.

….

Peter was actually right.

As soon as he showed up to Jamerson with the photo, Jonah actually scooped Peter into a bear hug, as Peter was officially the first person to get a photo of Superwoman. Sometime later, Peter was nominated, and won an award at the Pulitzers; a night he attended without any interruption alongside his Aunt, The Bugle Staff, and Clara Jones, once she joined the staff.

It was then that the world got their first look at Superwoman in the Bugle's 'NOW' magazine issue number 473. The entire planet got their first clear look at Superwoman and the inside story on her in that issue. The next thing Peter and Clara knew, their already-extraordinary lives multiplied a hundred times over. Imminently afterwards, The Mayor of New York held a press conference to give Superwoman the Key to the City. While the ceremony was interrupted by what would become Superwoman's arch-nemesis; The Void, in the aftermath of the battle, the villainess was arrested by SHIELD, and Clara made the choice to reveal her secret to Peter. It was then that the two admitted their love for each other and began their relationship.

Today, Clara Jones fights a never-ending battle for Truth, Justice, and The American way as…The Marvelous Superwoman.

_The End._

_Be here next time when Superwoman meets the power of…CAPTAIN MARVEL! 'Nuff Said!_

_**Well, there you go! Hope you enjoyed my retelling of The Marvelous Superwoman's origin. As always, leave comments! See you next time.**_


	10. The Power of Captain Marvel Part 1

_**Hey, everyone! Welcome to The Marvelous Superwoman's latest chapter! Before we begin, I'd like to dedicate this chapter to Fanfic Author Spidey-Legend, who's stuck through this story, and has helped me with some advice, while also being inspired to write his own take on Kara in The Marvel Universe. The reason this chapter is dedicated to him is because one of his favorite heroes appears in this story. Who is it? Read on to find out. And as always, I own NOTHING! This is for FAN-Purpopses only, so please don't sue! Other than that, enjoy!**_

**Earth 65126…**

In a giant stone throne room, two figures stood next to each other observing the so-called 'Supervillians' of this Earth, through a giant monitor. On a monitor adjacent to the one they were viewing, was the heroine from the recently-named 'Earth 56162' as it was known as through advance science and technology.

One of the figures turned to the other and finally spoke.

"Which one should we use, Master?"

The Master was silent, but eventually answered.

"I think we shall use the one known as Teth-Adam." The Master suggested.

"Haven't we already tried using a mystic before?" The figure who spoke first suggested.

"That was different." The Master explained, "The first figure was able to warp reality itself. He was not much of a physical fighter when it came to his magics. But this…this Teth-Adam…I believe he will not only be able to be a greater match for this Superwoman, I believe we can also reason with him much easier. I don't see any reason that he'll let her live. Especially when we offer him his own part of the world."

The first figure nodded and went to make the preparations to send their next accomplice through the rift.

….

_**Earth 56162…**_

Clara Jones walked along the street with her boyfriend, laying her head on his shoulder.

It had been a full week since any supervillians had shown their faces, meaning that Clara could now relax peacefully with her boyfriend.

They had just gone to see a film, and now the both of them were starting to walk back home, when Peter's spider sense suddenly kicked in.

Before Clara could ask, they both looked up and saw a giant lightning bolt strike the ground about a few miles away from them.

"What the heck is that?!" Somebody asked.

"Is that Thor?"

"What does it mean?!"

Suddenly, a figure rose in the air and slammed down into the street Clara and Peter were walking down. The impact sent a mini-earthquake that knocked Peter and Clara off their feet, along with everyone else, sending them to the ground. When they looked back up, they could see clearly who it was.

It was a man who seemed to be around his late twenties with short black hair slicked back. He wore a full-black-spandex costume with a yellow lightning bolt on his chest, and had a yellow cloth strapped around his waist. And his eyes seemed full of hate.

"SUPERWOMAN!" The Man declared, "Come out you coward! Show me why you are this world's 'Mightiest Heroine,' or I'll crush every single human around here!"

Looking at each other, Clara and Peter ran off to get changed in an alleyway, unnoticed by anybody. While they slipped into their identities, the police were showing up in their cars. The man who had appeared simply turned and raised a hand. Instantly, lighting flew out of his palm at the cars, sending them flying back, and gravely injuring the people inside.

"Well," Superwoman said, flying out, and grabbing this new villain as she flew him up higher, "You're a new guy, aren't you?"

Meanwhile, down below, Spider-Man was already at work, helping the Police out, and delivering them to the ambulances that had begun to arrive.

"Thank you, Spider-Man." One of the injured officers told him, as a nurse wheeled him inside the ambulance, "I don't care what Jamerson says about you."

"Any time." Spider-Man responded.

Meanwhile, Superwoman was still up in the air as she punched the man in the face.

"So tell me;" Superwoman asked, "What's your story? My relative kick your butt once too many times so you decided to come here?"

"Truth be told, Superwoman." The man said, regaining his strength, "I have rarely had the chance to fight your cousin. I am not a nemesis of his, but I fight you because I have been given an offer that means so much to me."

With that, his hands began to crackle with lightning-like energy, as he shot it out at The Woman of Steel. She screamed in pain as he continued the onslaught of electricity. Normally, Clara didn't have to worry about electrical attacks. Usually they stung like a bee would sting a human being. It would only last a second before she could overcome it. Yet this was different. This was pain that could actually be felt, and was almost seemingly killing her by the second.

"Yes." He said, grabbing Superwoman by the neck and continuing the onslaught of pain, so that Superwoman felt the jolt of energy stinging her entire body, "I will destroy you and pave the way for my employees so that they will in turn, give me my own land to rule! And I, Black Adam, will have everything I lost once more!"

Bellow, Spider-Man had finished getting the injured people to safety when he saw his girlfriend in pain above.

"Superwoman!" He declared, "Hang on! I'm…"

Before he could say or do anything, he felt himself transported once again.

…...

And now, he found himself in Doctor Strange's Sanctum Sanctorum once more. Turning around, he found Strange, floating above some pillows sitting pretzel-legged, and letting his hands rest upon his keen in a meditation position.

"Apologies, Spider-Man." Strange acknowledged, "But I thought it would be best if you knew who you were facing before you had yourself turned into a monkey again. Or worse. But rest assured, I am working on a way to fix the problem now."

"What's happening, Strange?" Spider-Man asked, "Who was that?!"

"I'll tell you now as quickly as possible, Spider-Man." Strange sighed, "That man is known as Black Adam. He is a villain from Superwoman's Earth who has sorcery that would make even The Ancient One troubled to learn about. Black Adam, or Teth-Adam as he was once known, was an Egyptian Pharaoh on Superwoman's Earth, long ago. One day, he was chosen by a powerful wizard to become the next in the Wizard's line of heritage. Thus, Adam could gain powers by yelling the word 'SHAZAM' which turned him into the villain that's attacking Superwoman now. His powers derive from the gods of Superwoman's Earth known as Shu, which gives him enhanced stamina; Hershef, which gives him powerful strength beyond Superwoman's; Amon, which grants him additional powers; Zehuti, which grants him wisdom; Anpu, which grants him enhanced speed; and finally, Menthu, which is his god of courage. Basically, he is a villain of magic who eventually turned evil and was banished before being replaced. Needless to say, Adam was not so happy about this, and has tried to reclaim his status ever since. Now for some reason, he's here and he needs to be stopped. Of course, Superwoman and yourself are no good when it comes to magic, and I think it might be unlikely that Venus will be able to help us again. Therefore, I have another solution in mind."

"Alright, Strange." Spider-Man nodded, "That's all well and good. But could you explain how you know this, and how we're going to stop this?"

"When Adam came into our world…" Strange told him, "I felt a…presence, if you will, of another being. Going into Astral Projection, I saw it was an echo of the Wizard who gave Adam his powers, and bestowed the same powers to others who could fight him."

"When you say an 'echo'…" Spider-Man began to ask.

"It means that it is the final remnants of this Wizard." Strange explained, "He's dead, but it appears that his esscence can probably help us. By sacrificing the last bit of energy he has and empowering someone from this world with the powers of SHAZAM."

"Do we have a person who we're going to give these powers to who won't kill us?" Spider-Man asked.

"Yes." Strange said, closing his eyes and going into Astral Projection again, "I have just the person in mind…"

….

_**Cape Canaveral Military Base…**_

Carol Danvers sat down in her room after today's long day.

Carol was a United States Air Force Officer, and Security Chief of this military base. She had joined the military in order to honor her fallen brother despite her parent's wishes.

Today, Carol seemed to have a pretty good life, although at many times, she thought she could do better. For example, Carol had often seen and occasionally worked with the hero known as Captain Marvel; an alien from a race known as The Kree who defected from them to protect the people of Earth. Carol found him to be amazing, and wished that somehow she could be just like him in some way or another.

Just as she was about to dose off to sleep, she suddenly heard what sounded like thunder outside. She opened her eyes confused. According to the weather reports, there were no storms that were supposed to happen today.

She listened as the thunder sounds got closer and closer. Finally, they seemed to stop, but suddenly, there was a bright light from up above, and Carol screamed as a lightning bolt struck her, and within a second, she was gone.

….

When Carol awoke again, she found herself in a great, big, open room. The room was made of stone, and it seemed like an old medieval castle, with different hallways branching off into multiple rooms. Looking around, Carol made the best guess on where to go, and began walking down one of the hallways.

"Hello?" Carol Danvers asked, as she walked through the large stone hallway.

She had no idea where she was, or how she got here. All that happened was that she was relaxing at her base, when suddenly, she found herself here.

Wherever here was.

"Come…" A weak and old voice declared.

Carol did not know who it was, but she followed the voice down a hallway and past some weird-looking-hologram-like statues, until she came to a shocking sight.

Sitting on a throne, was an old man with white long hair and a beard, wearing a red toga, who also had a glowing lightling bolt symbol on his chest.

"So…" The man said weakly, "This is who the so-called 'Sorcerror Supreme' has sent for this world's champion of magic. A woman."

"Wait!" Carol declared, "Who are you, and what am I doing here?!"

"You are in my home!" The old man declared in a mighty voice that made Carol shut up, "You will speak ONLY when you are spoken to! I am the last of the council of wizards and keeper of the Rock of Eternity!"

He then eyed carol, as she continued to remain silent.

"That is the greatest magical fortress in all existence. At least where I am from." The Wizard declared, "And YOU, Carol Danvers, have been chosen to be the first of the champions of great power on this world, and last of the chosen one's ever to be selected by myself."

"Chosen ones?!" Carol asked, confused, "What are you talking about?!"

"I have learned that an enemy named Black Adam has invaded your world," The Wizard explained, "Your heroes will not be enough against him. But if there was someone with Black Adam's power here…you would do well to battle with him."

"Wait…" Carol asked, "What do you want me to do?"

"I am going to use the last of my essence to transfer the powers of the gods to you, Carol Danvers." The Wizard explained, clutching his chest, "Quickly…you must shout the magic word 'SHAZAM!' Do it with thoughts of your parents, your family, and your loved ones. Say it with those thoughts and you will be transformed into your greatest potential. Say SHAZAM!"

Carol was confused, but did what she was told. Gathering up all her thoughts about those she felt close to, she screamed the word.

"SHAZAM!"

With that, a lightning bolt struck Carol and she felt a weird transformation beginning to take place. Carol felt as if she was being remade with a form of indiscernible might energy. She felt herself grow by a couple of feet, and her previously flat stomach suddenly tightening.

Finally, the lightning bolt disappeared and Carol looked at herself in amazement. She was now at least a few feet taller, and had quite a bulky muscle build. She also now wore a completely red swimsuit that had a golden lightning bolt on the front chest, and golden bracelets on both arm. She also wore golden boots and a large golden belt that seemed like a cross between a Greek god's belt, and one that were usually given to professional wrestlers. To finish off the costume, Carol also had a white and golden cape strapped to her back.

Needless to say, Carol was very surprised by the sudden change.

"What?!" She asked, amazed, "What happened?!"

"You have been made into your fullest potential…" The Wizard said, weakly as he dropped to his knees while Carol bent down to try and help him up, "You are now the final inheritor of the power of SHAZAM. The power of living lightning is yours…"

Carol suddenly felt a tingling around her body and looked to see lightning traveling around there.

"Woah!" She exclaimed, "This is cool."

"You will be able to travel as it does…through the sky…" The Wizard continued, "You will have the strength of a demigoddess…"

Carol flexed a muscle with showed a definitive bicep in there."

"I feel it." She exclaimed.

"Remember…" The Wizard said, now getting weaker in the sound of his voice, "You are now this magic's final champion, Carol Danvers… you are…. Shazam."

With that, the Wizard closed his eyes, as Carol looked at him shocked.

"Wizard?" Carol asked, shaking him lightly, "Wizard?!"

With that, she touched him, and suddenly disappeared in a bolt of lightning completely.

….

_**The Sanctum Sanctorum**_

Strange opened his eyes and landed back on the pillows he had been hovering over as he got back up again.

"It is done." He said, "The Champion of SHAZAM has been selected. They should be arriving soon."

"How soon is…" Spider-Man began to ask.

Before he could finish, a giant lightning bolt struck the center of the room, and suddenly, there stood a tall, muscular blonde woman, dressed in a red costume and a white cape who had a golden lightning bolt on her chest.

"Never mind."

Carol looked around stunned to now be in the presence of Doctor Strange and Spider-Man. Two big heroes she had read about. Already, she was beginning to feel more and more out of her league.

"Sorry." Carol apologized, "I'm still getting used to this. Anyways…do either of you know where I can find someone called 'Black Adam?'"

….

Clara didn't know how much more of this she could take, she could actually begin to feel Adam's grip beginning to crush her windpipe gently, but surely.

"And now, Superwoman;" Adam declared, "You will…"

Before he could finish, he suddenly found himself blasted by another thunderbolt, as he released Superwoman who quickly took in as much air and energy as she could.

Turning around, Adam stared in horror at who had attacked him.

"No…" He declared, "It can't be!"

Flying towards him was a blonde woman whom he did not recognize, but he recognized the costume and the energy flowing through her as she punched him hard in the face.

"Alright, Black Adam;" The woman declared, "Get ready to feel the power off the all-new-and-improved CAPTAIN MARVEL!"

_**TO BE CONTINUED**_

_**As always, Reviews appreciated!**_


End file.
